Amazing Peter Parker
by wildcard777jp
Summary: Just something I put together and thought I'd give it a try on here. Peter's hit rock bottom after selling his company and losing the trust of almost everyone he's ever known. There's no where for him to go but up. Good thing he's good at climbing...
1. Chapter 1

Amazing Peter Parker

Ch.1

"Pass the jam".

A dark haired Greek beauty hands a jar of strawberry jam across the table. The red-haired gentleman to her left nimbly avoids her reach without opening his eyes as he stretches under her arms for the salt shaker. The brunette in front takes the jar with a grunt of thanks while he prepares his toast for his spread.

It's a surreal moment for 3 of New York's more interesting citizens.

"Mmm, perfect as usual Elektra", the red-head grins with his eyes closed.

"Meh pangaffs wah grea", the brunette attempts to speak around his breakfast.

Elektra glares at the two sharing her table. "Don't speak with your mouth full Peter", she addmonishes the younger man at the table. "More bacon Matt?", she asks trying to anticipate his answer. Matt nods while pushing what's left of his egg on his plate with his fork.

Peter finishes his toast to watch the two interact. It's been 3 weeks since his life fell apart, 3 weeks since he's been unable to show his face around on the street. And at least a week since Matt Murdoch and Elektra Natchios have opened up their guest bedroom to him.

Almost a month has passed since he's tried to ride out the last big change his crazy life has thrown at him. One of his most persistant and dangerous arch enemies, a Doctor Otto Octvaious, swapped bodies and left him to die in a rotting body. And he did. Die that is. But as it is in the hero business, it didn't stick. Peter beat the odds and somehow hung around long enough for Octavious to grow a heart. Peter was given his life back, but with changes he never expected. A doctorate in his name, his own company, and plenty of new toys to play with, and that was just the tip of the iceberg. Unfortunately it also brought suspicion and hard feelings from his closest friends and family.

"Peter?"

He looks up to see Elektra and Matt watching him, with concern he's somewhat happy to notice. Peter gets up and puts his plate in the sink. His roommates watch him move through the apartment back to his room. They let him go on, not pushing the issue. They know what has happened to him, and they have made it clear that he can come to them if he needed to.

Peter falls on his back to his bed, lost in thought. He'll talk to them when he's ready. There is too much on his mind lately for him to want to push on people. He's still not used to this, living with people he can talk to. Matt and Elektra, or Daredevil and... Elektra. She needs a codename. Where was he? Oh yeah, living with people who understand him. It was different with the Avengers. They were more co-workers for the most part. They were there for a guy when needed, but personal problems were left at the door.

Huffing, Peter turns onto his stomach and stares into nothing. He sure had his fair share of personal problems now. He couldn't run a company and he barely had a clue about his doctorial expertise. He tried, but it wasn't meant to be. Mistakes were made. A lot of mistakes. Parker Industries was so far in the red there wasn't much he could do. It got so bad he needed help. No one trusted him though. Octavious almost completely ruined his proffessional and personal reputations and no one wanted to be associated with Peter Parker or Spider-Man.

Then came Tony Stark, the Invincible Iron Man. Or as Peter thought of him now, the local neighborhood Doctor Doom in training.

It wasn't always like that. Tony used to be one of the best. One of the original Avengers, one of the smartest men on the planet, the love of a beautiful redhead, (Why is it always redheads?) and enough money to build an impressive sized money fort out of singles. Not that Peter spent an afternoon or two swinging around Manhattan doing the math or anything... cough cough...

Peter does a handstand on his bed and reaches over to the wall with his feet. Letting his paticular biology kick in, he adheres himself to the wall and starts to make his way to the ceiling with his hands behind his back. His brow furrows as he gets lost in his recent memories.

Tony Stark. Peter forgave him for the whole Civil War thing. Tensions were running high and the stress got to everybody. Politics would do that to a person, and Tony was over his shell plated head in the stuff. And Peter could have said no at any time, took his family and run. Could have refused to reveal his identity and stopped the ball from rolling. Could have kept Aunt May from getting shot, Mary Jane from cutting ties with him, and possibly prevented Octavius from getting his hands on everything that swapped their lives for a bit.

Tony _friggen_ Stark. And yeah, ok, he did catch a lot of heat during that Secret Invasion thing and then the huge fight on Asgard. And he willingly _deleted_ his memories to keep the bad guys from getting the information he had on all the other heroes. And by that time Peter had managed to talk a few people into wiping everyone's memories of his own identity, so things were amicable between them at the very least.

Peter resisted the urge to kick his ceiling fan out of frustration. Pacing on the ceiling was a bit therapeutic, but it did present its own unique problems.

Tony f #$%^g Stark! Everything got back to normal after Asgard. Tony was rich and successful, and Peter was still hated by a majority of New York. That kinda calmed down after the Spider Island thing though, so things looked up for a little bit anyway. And Peter did get to show off a little during the "Ends of the Earth". But after all that, things went down hill quick.

Stopping his circuit around the ceiling, Peter looked out the window of his room. He's tried so hard to save all those people walking the streets. Time and time again he's given everything he could to ensure a better tomorrow. He's long since stopped expecting to be rewarded for doing the right thing, but he wouldn't say no to a little karmic compensation heading his way. Knowing his luck, they'd tally up everything he did wrong before they got to his decent accomplishments, and isn't THAT list a couple of miles long...

Shaking his head clear, he continues his trip down memory lane and his circle route on his, SURPRISINGLY dusty ceiling. He'll have to get around to cleaning that soon.

So Otto happened... Taking over his body, living his life, wrecking his rep. It wasn't as bad at first. Otto did make a decent Spider-Man. Made some interesting developments with his spider tech. Was a bit too aggressive with the criminals, but he didn't kill anyone so that was a plus. At first anyway. But Peter will have nightmares till the end of his days of Spider-Man executing a thug in cold blood in front of dozens of terrified civillians.

Peter stops, clenching his fists. That was not the worst he experienced as an invisible observer of Spider-Ock, not even close. But it won't help dwelling on these things now. Besides, they'll slip into his unconscience when he'll least expect it so he's got plenty of time to have a breakdown about it later. Right now he'll have a breakdown over the latest curve ball his life took to the shin.

He stops his unorthodox walk around his room and drops to the floor, as silent as any ninja he has faced in the past and believe it, there have been a lot. Sitting on the edge of his bed with his head in his hands, the last month or so slowly spins in his mind.

So Otto eventually left, Peter inherited his own company, and all was right with the world. Or at least it should have been. But holding his own company with no idea how to run it was a very bad situation. The sudden mood change made the people he regularly interacted with suspicious and having a suddenly friendly boss after dealing with Octo-jerk, people just thought he was two faced. Or on something. Neither rumor helped his credibility.

So no idea what to do, or how to deal with the people, Peter just tried to make the best out of the situation. But it was a bit too little, too late. Left with no options, Peter could only take what was presented. An armored hand of what could only be Mephisto's earthly avatar. Tony Jerk-Ass Stark swooped in and offered Peter's only hope. Sell everything to him and he would take care of his problem. Peter didn't need his Spider-Sense to know that he was in danger, but he didn't see any other option. And from the deal sealed with a shake of the hands, Peter's low point was made that much deeper.

Plopping backwards Peter laid his hands behind his head and stared unfocused as if looking for some sign that everything would make some kind of sense.

Taking the money made, Peter paid everyone back who Otto borrowed from to start Parker Industries. What tiny bit was left was used to pay off some late bills and things Otto either didn't know about, or more likely just ignored. So Pete was penniless but at least he was his own man again. That man just happened to be a magnet for bad luck.

So, apparently those old cartoon instances where a strange ray will turn people good or evil actually can happen. Nothing is creepier than Carnage when he tries to be legitimately nice. But most of the people got returned to normal so another massive team up was successfully accomplished. So most people contiued on with thier days. Most people... So, Extra Spicy Tony failed to return back to Original Recipe Tony. Not "evil" per say, but extra jerk-ass-ish. Who apparently decided that good old Peter Parker needed a little extra help in covering his secret life.

Ben Reily. A name with just enough of a paper trail that it could be easily manipulated and still look legit. So in Iron Pants UNLIMITED wisdom, a plan to cover Spider-Man was formed. A S.H.I.E.L.D. agent by the name of "Ben", who bears a striking resemblance to Peter Parker somehow went renegade and kidnapped Peter and took over his life. Using a sophisticated L.M.D. (Life Model Decoy, a robot used for infiltration) Ben takes out Spider-Man and replaces him with his Spider-Robot. And that was the questionable story that Stark managed to sell.

An evil jerk "Peter" took over the real one's life and used his connection with Spider-Man to take him out too. Then proceeded to use the real Peter's other connections to start a fairly successful business, after completing Peter's college courses and recieving a doctorate... Close enough to what really happened that Stark barely had to make anything up off the top of his shell plated head.

A fake Peter Parker look alike, and a Spider-Man robot. Still wouldn't have been the most rediculous thing to happen in his life, but definetly in the top 10.

In hindsight, how did no one figure things out sooner?

Flopping back onto his bed, Peter let out a puff of air in an angry sigh. Even his closest friends and family hadn't suspected anything. Wolverine, Aunt May, Cap, MJ... In the end, it took his ex-girlfriend Carlie Cooper to get the ball rolling and expose Ock in his body.

And thus, the "Superior" Iron-Man "found" the "evidence" of "Peter's" "mood swings" and "bizarre behavior" and "arrested" the "look-a-like" and "freed" the real Peter. The Web-Head's head started hurting from mentally adding all the snark and "quote marks".

It didn't end there though. When people began doing the math and figuring when Iron-Man said he exposed the switches , questions were asked. Peter was freed weeks ago, why didn't he say anything sooner? Was he just playing the boss? Playing with a company that someone else made with his name, then quit when it got too hard for him?

Peter cracked a sad smirk, "yeah, I guess I was". He did think he could do it. He did try and take these amazing gifts that were left to him and tried to do better. He hadn't meant to hurt anyone, and paid everyone back when things inevitably broke down around him.

But, with this little bit of "evidence" that Tony "found", (ugh, quotation pains), what was left of his life fell apart. Everyone not in the know of the truth had poor opinions of the kid from Queens. Peter was thought to have cheated the system, lied in an outrageous situation for money and power. Even Aunt May and Jameson Sr. were dissapointed and refused to listen to Peter try and explain himself.

"You should have told someone", Aunt May told him with tears in her eyes. She continued to tear him down, telling him how dissapointed she was. "You shouldn't have played with people's lives", Jay followed up, commenting that he didn't think Ben Parker raised him that way. They eventually left him in his appartment that he was being kicked out of later that day, and refused to answer any of his calls to apologize and explain his side.

Even the ones who knew of Octavius' role in things seemed to avoid him. Carlie left New York, and MJ was too busy partying and dating some fireman to have a conversation. The Avengers quietly fazed him out. No missions, no meetings, not even a "sup?" head nod when passed in the hallways. So he left. They didn't trust him anymore, and he wasn't doing any good sitting around some mansion all day.

The FF, thankfully, were the closest thing he had to family in the hero biz, and they always had a room open for him. But he couldn't do it, not now. Not with the eyes of the entire world judging him, he wouldn't put them through that.

Betty, Flash, Harry, Liz, even Michelle, who he thought still may have had a thing for him, would not take his calls. Word had gotten around, and it seemed that Peter Parker was more hated than Spider-Man.

He had spent a little under a week living in his costume on the streets, sleeping in door ways and on top of roofs. His web supplies long gone. Everything he owned either strapped to his back or sold for food. He was squatting in a busted water tower eating some old bread when Matt had found him.

They talked for a bit when Matt offered a room and a bit of help to get Peter back on his feet. The last of Peter's pride had been washed away with yesterday's rain, and he accepted his hand. Matt brought him back to a small 2 bedroom apartment in Hell's Kitchen. Peter assumed that he would be sleeping on the couch, figuring that Matt's old friend Foggy Nelson had claim on the other room. Imagine his surprise when Matt and him slipped through the window and a Greek beauty was practicing her sai work.

They both imediately tried to make Peter feel at home. Elektra made a huge dinner that Peter ate 4ths of, having not filled his stomach that well in a week. Matt prepared the guest bedroom and got some spare clothes and toiletries to clean up a bit.

Peter broke down that first day and told them that Ock swapped bodies with him and after returning, his life went down hill. He didn't feel the need to elaborate on anything at that time and they merely shook their heads in acceptence. They didn't ask, they didn't pry or judge. The blind lawyer knew the hard knocks of hero life better than most, and Elektra had her fair share of horrors in her life as well. They just told him to take his time and when he's ready, they'd help him figure something out.

Peter covered his face with and arm and let silent tears flow down his cheeks.

This was the lowest low that he could ever remember being. Just the Future Foundation, and Daredevil and Elektra even giving him the time of day. Peter Parker and Spider-Man black listed from pretty much all of New York. No tech, no webs, and a torn, ratty, spider suit.

No where to go but up. "But if there's one thing about me," Peter sobbed out a chuckle, "with webs or my bare hands, I know how to go up."

Outside his room sitting at the kitchen table, Matt Murdock's ear twitched slightly and he broke out into a confident grin. "He's gonna be alright."


	2. Thanks

Wow.

I'm honestly blown away by the support. I didn't figure anyone would pay attention to this, it was just a little something I scraped together in a year or so when I got bored.

Now I have to figure out an actual plot...

Spider-Man is my favorite hero, hands down. The focus of this story is going to be on him, or his closest supporting characters (the ones I actually like anyway).

616 (or "Prime", or whatever) is law. Wether we like it or not, that's the official and definitive Spider-Man story. As far as I'm concerned, that's written in stone and I won't/can't change anything about that.

That being said, this is a fanfiction. My goal (now anyways) is to write a Spider-Man tale how I want. This Peter's life does mirror 616. Uncle Ben, Aunt May, Gwen Stacey, these and many others are a core part of Spider-Man.

My general rule I'm establishing, unless I outright say otherwise, 616 is what happened. I'll give a bit of a list of changes without trying to spoil what I have planned.

-There's no Mephisto meddling. I don't see why Peter Fonda would want to erase Toby Maguire's marriage. However...

-There still wasn't a wedding. No devil deal, but no wedded bliss either. Same thing went down, except the bird was a regular color. MJ gets all huffy and left for awhile, but eventually forgives him and comes back and lives with him. All the stories stay exactly (unless I say otherwise) the same. Just pick up an early comic and replace every mention of marriage with friendship and that's what happened.

-Spider-Man Adventures happened. Well, some of it did. I won't spoil anything though.

-Everyone's memory of Peter's identity being erased. It still happened, but I'll elaborate on it. Seems to me they needed something to power the spell and explain things that did or didn't happen afterward...

-The Other? Happened. Long term ramifications leading into Spider-Verse? No. At least not for this Spider-Man. No Other, Bride, or Scion powers in this fic...

-Peter and Kaine tapping into some eldritch spider power in times of extreme stress on the other hand? It's something I aim to play around with.

-No Cyndi Moon. I didn't and don't like her character. There was plenty of Spider-Women to use, they didn't need to create some teenage sex appeal character. But that's my opinion on it. I'm not trying to start a fight, just explaining I won't be using her.

-Peter beat Morlun. Or, he beat A Morlun. That Morlun just happened to be a few leagues below the one in Spider-Verse. So when Peter gets sucked into the multiverse fight, he's shocked to see that this guy is heavy duty major league. So, Pete did gank his world's Morlun, it just had no connection to Spider-Verse. Speaking so much of Spider-Verse...

-This Spidey was pretty much in the background. With so much going on, no one could keep track of them all. Kaine was too. They ran into each other and hashed things out. They're by no means cool with each other right now, but they're amicable. Kaine survived, but gets lost in the multiverse. My excuse to use a few characters he may bring with him...

-And this brings us to the start of my fic. Pete survives Spider-Verse, comes home to his company he has no clue what to do with, and everything falls down around him.

There's other bits I have yet to flesh out, but I'm working on it.

As with Spider-Man, all other characters aren't changed unless I specify. That said, I'm ignoring most Avengers, X-Men, FF, etc. story arcs. Iron-Man is de-jerked by now I believe. I'm not sure when Logan passed (somewhere between Superior and Verse?) but don't expect to see him in the flesh. Steve is old, Falcon is Cap, Yada, Yada, Yada.

I'm using my abilities to bend and warp continuity like a plaything. If it doesn't fit in the timeline, who cares? I don't own these characters, just blame it on Skrulls, or a Cosmic Cube malfunction, or something.

I'm writing for as much as my enjoyment as for anyone who had an open mind to stories and cares to give this a try.

So enjoy True Believers, and let's see where this takes us.


	3. Chapter 2

"YOU SHALL ALL RUE THE NAME, LADY STILT-MAN! "

"Get out of here you biter!", a young teen shouts from the sidewalk.

"I'M DOING A HOMAGE YOU LITTLE $!#*!", the self named Lady Stilt-Man shoots back. Almost pausing in her 20 foot tall steps, she decides not to get into it with some punk, not while she's actually getting away with bags of money.

It's been 6 blocks in the middle of the day since she robbed the bank. 4 blocks since she left the police in the dust, and at least a block and a half since some costume vigilante should have shown.

"I think I'm in the clear", she speaks in a normal, in door voice. A watery smile breaks out on her face, "I'll finally be able to do the Stilt name proud!"

Reaching up to rub her eye with the strap of a duffel bag of loot, she almost misses a silken looking net stretched out across the street above any street traffic. Prefect height for her to get stuck in. "Not this time."

She veers to the left just in time and bolts down an alley. Reducing her stilts to avoid fire escapes and laundry lines, she tries to keep from panicking.

It's one of the Spiders. If she's lucky, it's Spider-Girl. She could probably take her. She doesn't entirely remember any of the Spider-Women shooting webs.

And last she heard, the Spider-Man went all pompous and emo before being outed as some kind of evil robot. She thought the original came back during that whole Goblin thing, but he seems to have disappeared too. And she has yet to run into the one swinging around now.

"Thump!" "Ow!"

She stops at the dead end and rubs her nose. Thankfully the helmet took most of it otherwise she might have broken something. The villainous Lady Stilt-Man turns to examine other routes of escape, when something catches her attention.

In the shade given by the building, staring with oversized white eyes, the figure she remembered the news called Venom. He just sat there, on the wall like all the bug people like to do. Watching her.

"H-ha ha! You've fallen into my trap!", despite the stuttering start, she believes she's put up a decent intimidating aura.

The dark spider figure slowly eases his way down to the ground, still watching her.

Seeing him move Stilt-Lady examines him closely. He was lithe, streamlined, not bulky like Venom. Her eyes were drawn to his chest while he stood, arms by his side, watching her. There was the infamous white spider emblem.

"Y-you're Spider-Man r-right?", her facade slowly crumbling while she's trying to think of an exit strategy.

The Lady Stilt-Man remembers now. The tales she managed to hear from some veteran Spider-Villains. She remembers them talking about this suit. How the arachnid was no longer jokes and endless prattling. That dark costume and silence meant he was playing for keeps now.

"You can't stop me", the homage shouts. Whoever this was, they were about to learn they can't compare to the mighty-

Lady jumps a little as he finally takes a step toward her. What would Stilt-Man do in this situation?

The villain activates her extending legs, determined to escape to fight another day.

What she failed to realize was that she was pressed against the wall of a building when she started rising.

Zooming up, she connects fully with a window unit ac. "Aaarrrggghhhh! $!#!", she grabs her head as her legs retract. Back on the grounds she stumbles on to her butt holding her head and muttering curses.

Lady Stilt-Man pauses in her pain to look up to find the dark Spider-Man standing over her, watching.

Half out of fear, half pain, and half fatigue, she raises her gloves up side by side in a gesture of surrender and tells him in a small, pitiful voice, "I'll be good."

The police finally catch up 5 minutes later to find Lady Stilt-Man, wrists webbed together, sitting down at the end of an alley crying. Next to her are the duffel bags of money that she stole.

High above watching the scene, the Man Without Fear listens with heightened hearing to the villain's confession and story of what happened. His head turns where the dark spider figure lands a second later.

Rising to his full height, the 2 vigilantes stare at one another. The rooftop showdown lasts but a few moments before a muffled snort rings through the air.

The hero known as Daredevil cracks a grin at the sound. "I told ya", he doesn't try to keep the smugness out of his voice.

"Ha- ya, ha- yes you did- gasp", Spider-Man is holding his knees trying to regain his breathing from laughing. Straightening up, he directs his attention to the horn headed hero. His hands are held up in an appeasing manner, "ok, ok, I'll do your share of the dishes for the week."

Matt told him if he wore the black suit (the only intact one he has right now) and kept his trap shut, it would put some villains on edge. The Web-Head didn't put much stock in that, but agreed to try it on a bet. If anything, DD was underestimating the results.

"She was crying. I kind of feel bad now", Spidey rubbed the back of his neck. He was friendly neighborhood for a reason. Despite everything going on, he's been trying to keep his spirits high.

"I wouldn't worry about it", Daredevil commented, "better dealing with you than-".

"Octavius", Peter ground out in a sudden depression and anger.

Matt coughed awkwardly, "I was going to say Deadpool."

Peter blinked under his mask. Right, first time he faced her Deadpool showed up. That could have ended worse. So could have this encounter.

Shaking out of his sudden funk, he agreed with the other hero. Trying to snap back to his previous good mood, he gears up to continue do-gooding.

"So I think I'll head toward the docks and-" "What happened to you?", Daredevil interrupted his train of thought.

"What?", Pete just stares at the lawyer.

The man in red let's his grin show again, "I mean, what happened recently? You were so down I thought Elektra and I were gonna have to keep a closer eye on you. But after breakfast yesterday, you're almost back to your old self".

Peter stood there slack-jawed. He didn't think he was that bad, but the last few weeks were kind of one big blur. Maybe his roommates do have reason to be concerned. Or they did at least.

"I- I guess I just kind of worked things out", he tried to explain.

Matt let that roll around in his head for a bit. He knew that wasn't the whole story, but he wasn't going to pry anymore. He didn't mean to just now, but Elektra had gotten surprisingly maternal with Peter and was concerned about his sudden mood swing.

Peter just didn't know how to explain. He's received some odd, slightly prophetic dreams before, but that one got intense. Almost like he was right in front of him...

*Flashback*

Peter opened his eyes and looked around. He was in a white infinite space. Looking down, he found his old red and blue costume minus his mask on.

Hearing footsteps, he turned around and was only half surprised by who was walking toward him.

Uncle Ben. He's had dreams like this before, but something was different this time.

"Uncle Ben!", Peter steps to meet him, arms open for a hug. His Spider-Sense didn't even twinge for what happened next.

"Oof!" Despite being faster than an Olympic athlete, he couldn't dodge Ben Parker's left fist connecting cleanly with the side of his face. Knocked down on his behind holding his cheek, he looks up to see Ben, angrier than he's ever seen him.

"Get up Peter", Ben's voice is tough and firm, leaving no room for argument, and no doubt this was the real Ben Parker.

Peter stumbles to his feet, unconsciously taking a step back from his uncle. He watches the long dead man stand across from him, visibly trying to calm down.

A long moment they look into each other's eyes, trying to find answers they both want to ask.

Ben is the first to speak. He let's out a long breath, and puts his hands on his hips. "Pete, what did I always tell you?", he finally asks.

Slightly confused, Peter instantly responds with his mantra, the words he had lived with every day. "With great power-"

"No", Ben interrupts. His quiet "no" sounding like the calm before a storm, "what was the other thing?"

Peter flounders, coming up with nothing. Ben sighs and rubs between his eyes in a way Peter hasn't seen since Aunt May tried to keep him from climbing a tree for fear of hurting himself.

"Never give up and never give in", Peter is shaken out of his memories by his uncle's words. He does remember Ben saying that now, usually after Flash Thompson or Carl King made him eat dirt.

"Somewhere, I think you may have forgotten that Pete", Ben looks like he used to when he tried to impart some wisdom, like explaining to his wife that Peter needed to get outside and experience life. And Ben looked so proud that day when he climbed to the bottom branch. It was only 4 feet off the ground, but it was progress.

"I'm proud of you Peter. You grew up and you fight the good fight every day. You make mistakes, you're only human. But you seem to have given up on living", Ben continues his lecture and Peter feels like he's 7 again, coming home crying after getting beat up.

"Jobs come and go. You don't need to be a millionaire to make me happy. I've watched you, you've given up so much to save and help others. But the moment some bully beats you and embarrasses you, you give up."

"Do you know what Octavius did?", Peter finds his voice again and tries to defend himself.

Ben wasn't having any of it, "change bodies with you and took your life? Ya, I watched it all Pete. But you didn't give up. You were in his rotting body and you kept fighting. You were a ghost in his head and you kept going. You made desperate decisions to keep living and fighting and I understand that", Peter was reminded of the few stories he heard of his uncle in the army and the nightmares he had afterward, "you went the distance and you gave it your all. But what happened when you finally came back?"

"I tried Uncle Ben, I really did, but what more could I do?", Peter was emotionally exhausted. He went over this hundreds of times in his head and didn't know what else he could have done.

"Never give up and never give in", Ben repeats himself from earlier like it held all the answers. "That was your company. You may have not started it but it was your's. You could have done something else, point it in another direction. You had financial power, and you weren't very responsible with it".

Peter reels back like he's been hit again. "What?", this talk wasn't going at all like he expected.

Ben sighs before continuing. "I'll let that slide. I wouldn't really know what to do with that business myself", he tells Peter with a shrug before his face goes stone cold. "But what were you thinking of before you went to sleep?"

At this, Peter goes ashen. He never expected to have to answer to his uncle like this. He just stands there looking down, shame all over his face.

"Suicide by villain is still suicide Peter", Ben's voice came out smooth and strong. "It doesn't matter how many you save before it happens, if quitting life is your goal in the end, it's still wrong."

"DON'T YOU THINK I KNOW THAT!", Peter erupted. "I have nothing left to give! I keep fighting and fighting, but people still find a way to take from me! I'm tired Uncle Ben. Everyone wants nothing to do with me anymore", Peter's voice starts to crack from unshed tears. "What can I do Ben?"

A sudden pressure on his shoulder snaps him out of his rant. He looks to see that it's an aged hand, and connected to that is the smiling father figure he lost too soon. "You do what you've always done. Brush yourself off and keep going".

Peter just stares at his uncle, not comprehending what he's saying.

"It's just like when you were little Pete", Ben's voice takes on a hint of pride. "Little Eugene and the King boy would call you names and push you around. They'd get anyone they could to join in to make you miserable. You wanted to give up. Wanted to move to Canada I believe", Ben chuckled at thought.

His nephew chuckled weakly along with him, "but you wouldn't let me. You told me all bullies wanted was to make me sad and unwanted. But I had to keep going, not give in to them. Prove that they didn't matter to me".

"And you started making friends", Ben continued. "You weren't giving up. You grew up into a smart, responsible young man who does so much for the world and doesn't ask for anything".

"Until Doc Ock", Peter's lifting mood began to darken again.

Uncle Ben grabbed him by both his shoulders to get his attention. "Stop Pete. That guy was nothing but another bully. He may have been a bit more successful, but it doesn't matter now. He's not there and you're your own man again. Do NOT let him win Peter. Forget him, forget the company, forget the rich boy with control issues. You're alive. You're living with friends who care for you. Everyone will come around eventually", he moves his arms around to embrace his shaken nephew. "Just don't ever give up again Peter. And never give in to darkness."

Peter moved his trembling arms around his fading uncle. "I won't Ben. Never again. I'll make you proud again."

"I always have been Pete. You're a good man. Never stop being you", the transparent form of Uncle Ben steps back to look at his nephew. "Also proud of your brothers and sisters too", he says in a jovial tone before fading away.

Peter's eyes snap open in confusion. "What?", he lays there on his bed thinking on what his uncle told him.

"Peter! Breakfast!", a rich feminine accent cuts through his confusion, beckoning him with the smell of pancakes.

*Flashback End*

Peter stands on the rooftop looking overlooking the arrest of Lady Stilt-Man.

Daredevil watches him, trying to predict what will happen next. With his 180 in behavior, Matt has been keeping an eye out for any dangerous warning signs. Despite what he believed to be a positive sign he heard at breakfast yesterday, Peter was a friend and after everything that he'd been through, the Man Without Fear worried a little.

Peter shakes all over, like he's trying to remove a shroud from around himself. He's wasted enough time today remeniscing.

"So, docks?", Spider-Man asks his friend.

Matt grins again, smiling like it's the old days of chasing crooked circus performers. He takes off past a shocked Peter, leaping effortlessly to the next building.

"Don't forget, you got dishes for the week!", Daredevil calls out mid jump. Waiting for the expected "yeah, yeah" of his partner, he hits him with the punchline. "Elektra says she's gonna try to make chilli tonight".

The often brooding protector of Hell's Kitchen laughs like a school boy at the sounds of a great hero crying, "but chili is horrible to get rid of!"


	4. Chapter 3

"Well, that was a thing", spoke the gentleman in the black and white, spider-themed suit. The other man attired in red merely nods and hands over one of the cups of coffee.

Both vigilantes sip their drinks and watch the circus, literally, from a few warehouses down. The local police seemed to have their hands full with getting all the clowns out of their tiny car.

"Reminds me of old times", the horned hero squatting at the edge of the building remarked.

The eyes behind large white, oval lenses followed a strongman and a juggler, tripping over each other with their hands cuffed behind their backs. The cops followed them trying to wrestle them to the ground. All it needed was a comedy music track from the 60's.

"Way back when we first met right? Back when you wore that mustard and ketchup colored number right DD?", spoke the bizarre man in black. Like the symbol on his chest, he was sticking to the wall under and to the left of his friend.

"DD", more commonly known as Daredevil, chuckled. The deep chuckle nearly turned into full blown laughter as his ultra sensitive hearing picks up the sound of someone slipping on a banana peel and a pile of bodies hitting the ground. "Tell me that was as hilarious as it sounded?"

"With all those mimes, it looked like one of those silent movie bits", quipped the Spider-Man. Finishing his coffee he tossed his cup onto the roof, grabbed the roof above him, and flipped backwards to land next to his partner. "Circus of Crime, at least it was a good show".

Following a random tip, the heroes investigated the warehouses around the docks. What they eventually found was the remnants of a villainous circus troupe.

The devil in red stood up and stretched his shoulder, "they were missing a few members, otherwise this would have been an old reunion".

The spider followed him and stretched his arms high above his head with a yawn. "Ringmaster went legit awhile back didn't he?", commented Spider-Man pulling his mask down from where it rested on his nose.

"And Princess Python joined one of the Initiative states I heard. I think Louisiana".

"The weird clown guy was running it tod- there he is", Spidey interrupted himself when he spotted the clown in question. Oversized comedy pants around his ankles, and two cops trying to handle him into a squad car.

"It would probably be funny if he wasn't shouting death threats", Daredevil said after finishing his coffee and dropping the cup on the roof.

"Riiiggghhhttt", the spider stretched the sound, "so we keep going or head back home for a break?"

The Hell's Kitchen native turned his head towards the setting sun. This job wasn't too difficult, just long. After dealing with Lady Stilt-Man and the Circus of Crime, it was beginning to get late.

Feeling the amount of light remaining, the super-sense powered hero estimated the time. "It's about 8, Elektra probably has dinner made by now".

"That's still kinda eerie when you do that", Spider-Man remarked after checking a nearby digital clock outside a bank. 8:03, "just a few minutes off. Let's head back".

The two heroes set off in their unique ways, sky high, rooftop parkour and silk like rope shot from ingenious wrist devices.

"Thanks for the web supplies horn head", the web slinger spoke mid arc, "hope it didn't put you back too much. I swear I'll pay you back".

Daredevil retracted his extending billy club at the top of his own swing. Landing on the rooftop, he proves his nickname as the Man Without Fear by diving off the other end of the building. Flipping and landing on a flagpole, he springboards into the cooling air and soars beside Spider-Man for a few moments.

"Don't worry, I got them free from Night Nurse", shooting his grappling hook he snags a gargoyle. He swings next to his partner and continues his line of thought, "helped her recently with some malpractice issue and she had boxes of some of the stuff that she never uses".

The man behind the spider mask pondered that. Ever proud, he has been thankful that his roommates, Matt and Elektra, has been letting him feel useful at the least. Fixing broken down appliances, assisting Matt with occasional science in his cases, and oddly enough, helping Elektra with some housework has been done to try and alleviate some of his guilt for staying without rent. Even though they say it's ok, Peter Parker would rest easier if he contributed more financially.

And now Night Nurse was giving him an unknown hand. He'll have to do something nice for her...

Almost on pure autopilot, his Spider-Sense directs him at top speed directly through the open skylight above the kitchen where he currently lived. As always, Elektra stands beautiful and deadly. She appears alert and ready for a fight, though some of the affect is lost while she's brandishing a spoon covered in chili.

"We startled her again", Daredevil says after landing behind his friend.

"Not startled", she states with an edge in her voice, "cautiously aware".

"Alrighty", the spider takes his mask off, revealing the brown locks of Peter Parker. He sidesteps the volatile ninja lady and picks up a plate to prepare. "Looks good El", he tries to diffuse any potential situation.

"Smells even better", pulling his own mask back, Matt Murdock steps up to Elektra and wraps his arms around her. The Man Without Fear lives up to the hype, holding her and sporting a grin.

Her glare reduces a few millimeters, which Peter recognizes as her "not gonna hurt as much" look.

Elektra looks into Matt's face a few more seconds before speaking. "Gloves or not", she points to a nearby sink, knowing the action isn't COMPLETELY wasted on him, "wash your hands".

Peter immediately sets his plate onto the table and heads toward the sink. Matt kisses her on the cheek, "yes ma'am", and goes to wait his turn.

Elektra half closes her eyes to watch the two before going back to stirring the chili in the crock pot on the table.

Matt rinses his hands off and drys on a nearby towel. Following Peter back to the table, he picks up his own plate to make. He points his face in Elektra's direction, "any calls while we were out?"

Elektra pauses in thought. "Yes, two from Foggy about your current case, a random woman called before apologizing and hanging up, and", she turns to Peter, "Johnny Storm called".

Peter stops mid bite into his chili dog to question her, "what did matchstick want?"

Choosing to cover some chips in chili, cheese, and onion instead, Elektra tells him. "Well, he first was surprised a woman answered Matt's phone, then asked if I was taking advantage of your vulnerable state", she lets Peter and Matt recover from choking on their food before continuing. "After letting him know I wasn't and telling him who I was, he tried hitting on me", she shows the tiniest grin to Peter as Matt hides a frown behind his glass of tea.

The younger hero chuckles a bit before continuing his meal. "Sounds like him", then he takes another bite.

"Yes", she continues, "I told him I was taken, and he expressed his disappointment that all the hot Greek women were. He then asked how you were and told me to tell you to swing by the Baxter Building tomorrow."

Matt chimes in after putting down his own chili dog, "any reason why?"

She shakes her head. "Didn't say, but he did sound annoyed when asking about you", she nods her head at Peter.

Finished with his food, the spider powered hero uses his gift for perfect equilibrium and balances his chair on the back legs. Taking a sip of his tea, Peter thinks about it. "No telling", he finally shrugs his shoulders, "I've hardly spoken to him or any of the other FF recently." He hears Elektra clear her throat, and he smiles sheepishly as he sets his chair down.

Matt too finishes his meal and sets his chin on his laced knuckles on the table. "Well I guess you can ask him about it tomorrow".

"Ya. Aside from you guys, the FF were the only ones to offer help. But I couldn't expose them to my problems", at this point, Peter's good mood drops a bit. "Especially with Franklin and Valeria around. They didn't need a trouble magnet sticking nearby. I'll just drop in and see what flame brain wants then bounce".

"And what about us?", Elektra asks with a raised eyebrow.

Peter let's a slow grin spread over his face, "you guys practically kidnapped me off the street and wouldn't take no for an answer". Peter laughed a bit from Elektra's glare.

"I'll go with you", the blind lawyer speaks up drawing the attention of the others. "If Walters is there, I'd like to consult with her on some legal matters", he explains while standing from his seat.

"Uh, sure", comes the slightly confused reply of the spider. He turns to share a look with Elektra, who only shrugs in an apathetic manner.

"Good", Matt says with a grin, fixing his mask back over his face. "Now we can get back to busine-", "ehem", Elektra interrupts him with a sinus clearing noise. She finishes the last of her plate and looks to Matt, "forgetting something?"

Matt turns his head to face the darker suited hero. "Nope", he says in joy, "I made a bet".

Peter freezes in his seat and stares at all the used dishes and food stuck to pots and plates. The hero hangs his head in mock defeat, and stands in equally mock seriousness. "It'll be my greatest challenge".

The Daredevil chuckles a bit, and to his surprise, even Elektra has a small smile.

She's glad to see the change for the better in him. As annoying as he is, he's been through a lot. Too much in the last few months for sure.

Despite her early reluctance in letting him stay, she's glad now that she can help him in any small way, being long convinced how much of a hero he is by Matt and from working with him.

She's honestly surprised by how much people have turned a blind eye to him. One of the greatest heroes and no one tried to help him? That's the big league, world saving heroes for you, if it's not important to them or the world, they don't seem to care.

That's why she's had this plan for awhile now for all the street level heroes. Luke, Danny, Shang, Johnny, they know how to watch the little people. She'll need to speak with Matt about that soon...

Taking a sip out of her glass she watches a comical scene. Two of some of the best men she's ever known, in their uniform with rubber gloves up to their elbows, washing dishes. Peter had talked Matt into rinsing so they can get back to patrol faster.

She relaxes into her seat and watches them work in perfect synch. If only all the other heroes in the world could work like that. Elektra takes another drink and refines her plans in her head.

"Things will only get more interesting from here", she thinks to herself, "and I'll bet dish washing duty for a week that Peter will be stuck in the middle". She finishes off her drink with a small smile.


	5. Chapter 4

My longest chapter yet. Please enjoy.

It was a drizzling morning, everyone in Manhattan either stayed inside or kept their head covered. So it was a very few that saw two swinging figures in the sky.

Spider-Man and Daredevil, two of New York's most famous citizens, had an appointment this morning. In fact, it was an appointment at one of New York's most famous landmarks.

"Baxter Building off the port bow captain", quipped the arachnid man as they reached the bottom of each of their arcs.

Physics continues its course and the heroes rise through the air on ropes of reinforced wire and simulated spider silk. Parallel to their destination, the pair lets go of their transportation and fight against gravity for the final stretch.

At the apex of their flight they hover in mid air for a brief moment, allowing Spider-Man a view tourists would fight for. And for that brief moment, all the worries and problems melt away with the rain.

In the end, gravity wins and the duo fall back towards the earth. Luckily, a rooftop gets in the way.

The two land on the rooftop of the home of the Future Foundation, head by the world renown Dr. Reed Richards, otherwise known as Mister Fantastic of the Fantastic Four. But that's not who was waiting for them.

"Hello you two", a woman's voice asks from nowhere.

"Uh, hey Sue", Spider-Man awkwardly replies, squinting his eyes looking for a tell tale shape in the rain.

"Hello again Mrs. Richards", the super senses of Daredevil have no trouble finding her and he extends a hand into thin air. His hand barely twitches as if something has grabbed on.

Suddenly, a beautiful, mature, blonde in the black and white uniform of the Future Foundation appears grabbing the hand of The Man Without Fear.

All rain has appeared to stop around the three, the web-slinger notices. Looking up, he sees rain pelting an invisible field just covering the small group.

Spider-Man is shocked out of his musings by a pair of arms circling his neck.

Giving a quick squeeze, Susan Richards, the Invisible Woman and wife of Mr. Fantastic steps back to look at the younger man in the black spider suit.

"How are you Peter?", her tone is curious and concerned, giving the man in question her best motherly gaze.

Peter Parker rubs the back of his neck and gives the question a bit of thought, "honestly Sue? I think I'm better than I have been".

Sneaking a glance at the other man, who nods his head in affirmation, Susan closes her eyes and exhales. "I guess I'll take it", she moves towards the corner of the roof, "this way you two, everyone is waiting".

The pair follow her to the elevator installed and the three take it inside the building. The trip feels awkward to the spider, while the other two made small talk.

After everything that's happened, Peter can't believe he's here. He didn't want to bring his bad luck to the family here.

The Fantastic Four were always some of the best allies and friends he's had. Sometimes it felt more than that, like extended family.

When he lost everything thanks to Stark, Johnny Storm, the Human Torch, called to make sure he was ok. Before he was kicked out on the street, Johnny made sure to tell him he could come to the FF for anything. But he could never take the offer.

Now, he was here, stepping out of an elevator, into a place he swore he wouldn't come to, to protect some of the nicest people he's known from himself.

"Hey webs, horn head", the gravelly voice of Ben Grim, the Thing, called from a kitchen area.

Sue leads the pair into the area where they find Ben and two children sitting at a table enjoying various snacks. She calls for the attention of the young boy and girl, "Franklin, Valeria, look who it is".

The children, son and daughter of Susan and Reed Richards, turn from their snacks to view the visitors.

"Hey kids, been a long time huh?" Spider-Man waves in a jovial fashion. As long as he's here, he plans to make the most of it, and he's always loved interacting with the FF children.

His light mood was ruined however when the young pair, taking one look at him, got up from the table and walkedHis light mood was ruined however when the young pair, taking one look at him, got up from the table and walked away.

"I'm sorry Peter", Sue gets his attention, "I guess you may not remember, but you visited us when you weren't quite yourself".

"What did he do?" Peter asks in a small voice, looking down in hurt and shame.

"Well you, I mean him, he came here to consult with Reed on something, and the children were so excited to see you. Franklin had some new drawings to show you and Valeria tweaked your web formula or something", Susan grabs her arms and looks away from him.

"Ock was a jerk", Ben pipes in to continue for her. "Told them he didn't have time for them, and made fun of Val's work. Susie came in and tore him a new one, and Stretch was all business until he was done then told him to get out and don't come back till he got that bug out of his craw".

Daredevil, silent until now, chuckles slightly, "I'm sure those were his EXACT words".

A rocky smile pops up on the Thing's face. "Well, you know Stretch and his million dollar words. I couldn't pronounce them if I had a script".

Sue giggles at this and clears her throat. "I'm going to check on the kids. I'll let Johnny know you're here too".

"His costume stunk too", Ben continued after Sue left. "Looked too much like that Deadpool wacko, and the extra leg things were annoying".

"And his attitude. I still can't believe I didn't figure things out", Daredevil shakes his head in disappointment.

"That makes two of us", a voice came from the opening of the hallway. A blonde man in designer pants and button up shirt stands with his arms crossed and a stern look on his face.

Ben stands up from the table and beckons Daredevil to follow him. "Let me show ya the new poker table I picked up".

"Alright", DD follows the rocky behemoth. "Is Jennifer around?"

And that left the two friends alone.

Johnny continues to stand in place watching the dark costumed Spider-Man. For several moments no one moves, until the Human Torch literally blows smoke out of his nose and moves past Spider-Man towards the fridge.

Peter watches him grab a bottle of what looks like whiskey out of the freezer and two glasses from a nearby cupboard. He's again passed by as Johnny sits everything down at the recently vacated table.

"Sit", Johnny's voice leaves no room for argument. Peter sits down and has a half full glass pushed toward him.

"It's Reed's formula. It can get you drunk with no negative side affects and a special drink can interact with it and instantly sober you", Johnny explains and tilts the glass back for a sip.

Spider-Man sits there and looks at his glass. Coming to a decision he pushes the glass back. "I'm not a drinker Johnny, you know that". He pulls his mask off and lays it on the table. "Besides, I don't trust myself to limit my strength when I'm drunk, and I won't risk that around the kids".

Johnny looks into his glass as he swirls it around. Picking his head up he looks Peter in the eye, "well you pass the first test. Ock didn't care about Franklin and Valeria". He nudges his friend's glass back toward him.

Before Peter can decline again, Johnny cuts him off, "don't worry about the kids. They booked it to the other side of the building with Sue. And I'm not asking you to get Hercules on a bender drunk, just share a drink with an old friend".

Peter wants to reject the offer, but the face on the blonde convinces him. Taking the glass in one hand, Peter takes a small sip and coughs hard.

The blonde cracks a smile for the first time since he walked in. "Pretty strong huh? Reed made it for boulder brain, but I'll grab a glass sometimes and burn most of it out as I drink".

Still coughing, Peter shoots his friend a glare, causing Johnny to laugh.

Johnny takes pity on him and gets a glass of water for him. He sits down and watches Peter down the glass and the coughs subside.

"Good one matchstick", Peter cracks out.

"I know", the man opposite from him looks down at the table and smiles slightly. It felt like old times. Specifically, like when they were roommates and Johnny talked him into drinking with his Light Brigade friends.

"Wait", he suddenly looks up in alarm. "Udonta isn't here is she?"

Johnny cracks up again watching Peter spin around trying to watch all the exits.

"Don't worry", he says when he can breathe again, "your virtue is safe".

Peter calms down and takes a smaller sip of the strong drink. He was prepared for kick and only coughs slightly when he puts the glass down.

"Why didn't you come to us for help?"

Peter's head snaps up to look into the face of the suddenly very serious Human Torch. He thinks for a moment before deciding to give him the straight truth.

"I'm cursed Torch. People I love die, people I care for are ruined, even people I rarely associate with are changed, usually for the worse". Peter leans back in his seat and picks up his glass. "I couldn't bring that here. You and Ben. Reed and Sue. Franklin, Valeria, and ask the other kids here. I don't know if I could live with myself if something happened", he ends his speech with another sip of his drink.

Johnny thinks on that a bit and takes a drink of his own glass. "Why did you go with Daredevil then?"

Peter cracks a small grin, "jealous?"

The blonde snorts. "Yes. Switch places with me and I'll live with the hot Greek ninja".

"You'll have to fight Matt for her".

"I'll seduce her and convince her to run away with me".

"I think red heads are more her type".

"Well you two have something in common".

Peter's fun banter stops at that. Lost in memories, he barely gives his companion a "ya" before taking another sip.

Johnny's grin fades at his friend's change in mood. Clearing his throat he asks Peter, "why go with him?"

"Because as a lawyer, if something were to happen to me, he'd know what to do", came the slightly slurring response.

Johnny's brow creased in confusion. "What do you mean, "if something happened?"

The tipsy brunette glares, half lidded at his friend. "If I didn't make it. If I threw myself into a massive fight and didn't come through. My plan was to just burn myself out. Fight and fight and fight until I couldn't anymore. Sooner or later I would end up in a mismatch and that would take care of it. No more Spider-Man. No more Peter Parker. And horn head has been in this biz long enough to take care of any paperwork or legalese Aunt May would be stuck with". He rambled off, oblivious to the shocked look on his friend's face.

"The hell!" Johnny jumps out if his seat and screams at the man across from him, partially igniting the air around him for a second.

Peter, startled, clumsily jumps out of his seat as well. Partially inebriated, he was unprepared for the hands that grabbed the cloth around his collar bone and brought face to face with an angry Johnny Storm, with fire, literally, in his eyes.

"That was your "plan"? What the hell are you thinking!?"

"I wasn't", Peter tells him. "I was hurting worse than I ever thought I could, and I just wanted it to stop". He shrugs out of the blonde's grip. "I'm better now".

Johnny cocks an eyebrow at him. "Better?"

"Ya. Had a dream and was told I was being stupid", the wobbly hero stumbles back to his seat. "So I shrugged it off and picked myself up and I'm ready to get my act together. As soon as I can I'll get myself a base of operations and get out of Matt's and Elektra's hair. So don't worry about me, I'm fine". He ends his rambling with a slam of his hand on the table to emphasize his point.

Johnny watches his friend. He mulls over everything he's learned in the last few minutes. He didn't know things had gotten so bad for Peter.

He walks to the refrigerator and grabs an unlabeled bottle off a shelf. Walking back to the table he pours some of the liquid into Peter's empty water glass.

Peter looks at the glass while Johnny puts the bottle away. Shrugging drunkenly, he picks up the glass and downs about half of it, nearly choking on the taste and coughing.

Johnny grins as he takes his seat again. "Yeah, that stuff's horrible. Trying to get Reed to tweak the taste".

Peter's coughing fit ends and he feels a bit more clear headed. Sipping at the glass again he turns to Johnny. "Wow, this stuff works quick".

"Has to in case of a mission", Johnny retorts.

Peter nods and tries to remember the conversation they were having. The booze was created for the Thing so it didn't take much to get him drunk.

He rubs his forehead in thought. "What were we talking about?"

Johnny takes a sip and answers his friend, "what do you think of Udonta?"

Peter's answer comes quick and clear, "a bit too exotic for me and she comes on pretty strong. She kind of scares me". Peter shivers slightly then looks to Johnny in confusion. "Why did I blurt that out like that?"

The blonde's smile lights up the table. "Because of the experimental truth serum I put in your water".

The room is quiet for a moment before a chair is knocked down by a hysterical Spider-Man jumping to his feet. "What!?"

Johnny can't keep the smugness out of his voice as he explained his plan. "See, I suckered you into drinking Thing's booze before I handed you a glass of water with the truth stuff in it", Johnny explains before putting his hands behind his head and kicking his feet up onto the table. "I figured some strong alcohol would dull your Spider-Sense so you wouldn't pick up anything I slipped you. I also banked on you NEEDING a glass of water eventually."

Peter stood slack-jawed for a moment before speaking. "Wow. I'm kind of impressed".

"I know, right?" Johnny's smirk morphed into a serious expression. "And that's the last test. I know you Pete. I know you and knew how you would react here."

The Spider-Man thinks about that. "So what now?"

"Now", the two heroes jump slightly at the newcomer who materializes out of nowhere, "you apologize for drugging your friend Johnny. And take your feet off the table."

Johnny looks at his sister's stern expression and turns to Peter. "Sorry", he says with a smirk and sets his feet down.

The FF matron nods in approval and turns to the other younger man in the room. "And you apologize for not coming here sooner and letting us know how you are."

Peter observes her and notices Johnny's smug face out of the corner of his eye. Taking a deep breath, he tries to defend himself. "With everything happening I didn't want to put your family-"

Sue cuts him off, "YOU are family Peter." She walks up to give him a hug. "We were so worried about how you were changing. Then we felt guilty for not catching him earlier when you came back", she squeezes him tighter and wipes a tear on his dark suit. "We wanted to step in and help but Johnny convinced us to stay back."

Peter's head swivels from Sue in his arms to Johnny sitting at the table.

After taking a small sip, he answers Peter's unasked question. "Like I said, I know you Pete. You wouldn't have accepted help, you would have to be backed into a corner before you came to anyone", Johnny sighs. "I'm just sorry Stark got to you before we could."

Sue and Peter jump and separate when the glass in front of the pyrokinetic bursts into flames.

"And I can't believe we missed you being homeless for weeks", Johnny's teeth ground against each other.

Peter was about to tell Johnny everything was ok before another new voice cut him off once again.

"But he's fine now Johnny, be thankful for that", came the statement from the leader of the Fantastic Four. Reed Richards entered the kitchen flanked by his two children.

Sue walked to stand by her husband as a show of support. Franklin gives her a hug and Valeria, noticing her mother's puffy eyes, turns to glare at Spider-Man. But her glare turns to curiosity as she notices the expression on his face.

Sadness, regret, guilt, she wasn't used to this face. Before, she knew that face to grin and laugh. Even the face she caught during what her uncle Johnny called, "SpOck Fest", was cold, calculating, and smug. This was nothing like she was used to or expected. She hated being surprised.

"Peter", her father's voice shakes her from her thoughts. "You always have a place here. I could hire you as an intern and-"

"No Reed", Peter couldn't stay silent anymore. "I can't except that. I need to work through this on my own. I need to figure out how to live with myself like this." He holds his head up and takes a deep breath, the look on his face reminding them of the old Spider-Man they knew. "I can't rely on everyone to solve my problems for me, otherwise I'll never know how to stand on my own."

"There's a difference between standing on your own", Sue informs him, "and isolating yourself from everyone."

Peter flinches from her accusation, letting everyone know she pegged him right.

Reed pauses in thought for a moment, his brilliant brain racing a hundred thoughts a second. Opening his mouth he takes another few seconds to put his thoughts in order. "What would you do for us?"

Everyone stops to look at the genius, wondering what he was getting at.

"What advice would you give Johnny, or Ben? What if Susan was by herself with the children, or I had lost everything and you happened upon me? What would you say to us?"

The focus of the room returns to the younger brunette. It was a simple question, designed to put him in someone else's place and solve his own problem. That's why it took less than a second to answer Reed's question.

"I'm here if you need anything."

"And what makes you think we'd offer anything less?" Sue's comment was like a bucket of ice water.

Sure, Peter's given his all, more times than he can count. He's given sweat, blood, and tears for others and never received anything in return. It shouldn't have been so shocking to hear some of his oldest friends and allies offering the same help he would give in a heartbeat. It shouldn't have surprised him that Matt Murdock would offer him the use of his spare bedroom. It just did not occur to him that someone would help him for his sake.

And Johnny's grin continued getting wider as the look of comprehension dawned on his friend's face.

Peter gave a chuckle and a wet grin at the smiling family. "Ok, ok, I probably should have said something to someone when I was in financial trouble."

"You got that right Webs", came a rumbling voice from the hallway. A second later, the blue-eyed Thing appears and leans against the wall with his arms crossed. "It happens again, I'll kick your bootie-pajama covered butt to Yancy Street."

"Ok, I get it", Peter shakes his head with a smile, feeling a little better than before he came here. He didn't want to bother the family, didn't want to infect them with his darkness, but they appeared immune, even welcoming him with open arms.

"So will you rethink my offer?" Reed pushes the job again, trying to help the brilliant mind before him from going to waste.

"Maybe later Reed", Peter holds up his hands in an effort to stave complaints. "I want to try my own thing for awhile, see what I can do. Peter Parker is blacklisted from just about every major workplace in Manhattan, I'm gonna see if I can't think outside the box for a bit. Maybe see if I can start a business up on MY terms. But I promise, if anything gets too bad, I'll come to you for advice or help. Taking everything on on my own hasn't helped much, so maybe having some good friends in my corner will", Peter ends his speech with his familiar grin.

All the adults in the room feel the mood lighten, like some heavy blanket has been lifted. Valeria stands by her father's side, convinced that this was the Spider-Man she knew and preferred over that pompous jerk. Franklin needed a bit more convincing though.

Pulling himself away from his mother, he pulls out a drawing that looks like it had been crumbled, ripped, and taped back together. He unfolds it and shows the man in the spider suit. "What do you think of this?" Franklin's question draws Peter's undivided attention.

Crouching down to get a better look, Peter takes note of the condition of the drawing and curses himself for not being able to protect Franklin and Valeria's feelings from a monster.

"I like it kiddo", and Peter was being honest. It was a redesign of his old costume. It was the same as his classic look overall, but with slight differences. The coloring gave it a metallic sheen, and there seemed to be some kind of blue tech around his Spider emblem and in the lenses. It did give him some ideas he may have to write down for when he had some spare cash and tech lying around.

"Looks good, you're definitely getting better", Peter grins down at the boy and ruffles his hair. Franklin looks up with the old hero worship he had in his eyes. The child believes without a shadow of a doubt that this is his friend and favorite hero outside of his family.

Sue looks on with a heartwarming smile. Peter seems to be shaking off his funk and he has their trust again. She'll have to talk to Johnny later to find out why he slipped that truth drug into his drink, but she has other business to deal with now.

"Ok everyone, lunch time!"

-In another room-

"Ok, I'll look into it for you", said the gamma powered bombshell She-Hulk. Or what the criminals of the world know her as in the courtroom, Jennifer Walters.

"Good", Matt Murdock replies, mask pulled back to talk legal business with his colleague. "If my hunch is right, you'll find someone's been hiding it from him."

Jennifer chews on her bottom lip. "Why though? What could they gain by doing something like this?"

"To drive him to doing something extreme", Matt sits across from Walters desk in deep thought, "and it almost worked until someone talked some sense into him."

"Who was it?"

Matt grins and shrugs his shoulders. "His guardian angel in guessing."

Jennifer let's a bemused smirk cross her face before reaching for her cell phone. "Let me make a few calls and I'll see what I can come up with."

"Alright", Murdock nods to her and stands from his seat. "And the other thing?" He asks his question and fixes his mask over his face again.

She-Hulk pouts her lips in thought. "Let me talk with the FF and I'll get back to you."

Daredevil nods his head again and exits the study, leaving Jennifer Walters to begin her work.

-Matt/Elektra/Peter Residence-

"Negative" the Greek beauty remarks disappointed.

Walking through the apartment, she hits the button on the answering machine, letting it collect the messages while she was busy elsewhere.

"This is Matt Murdock's home, leave a message after the beep. BEEP. Hello? Anyone, no, never mind. I don't know why I keep- End of 1st message. Next message."

"Odd", Elektra muses out loud. "That sounded like the woman who keeps calling."

"Hello?" Elektra's attention was drawn to the elderly woman's voice on the machine. "Um yes, my name is Leni. Leni Zauber." French accent maybe? "I'm looking for Peter Parker." That was interesting. "Um, I don't know how to say this, but if he's Richard and Mary's son, then I believe I might be his godmother."

Elektra was shocked. This was completely unexpected. And suspicious.

"Please tell him I'm looking for him and would love to catch up with him, here's my number."

Elektra found a pen and a piece of paper. She's suspicious alright. The timing is very peculiar, and not many people know Peter was staying there. Maybe Misty might be able to track this call and find who this person is.

"End of message."

-Another place ?-

"Move it!" A man in a red and black suit screams to his companions. A young male and female in costume, and a swinging mass of blue and red tentacles flanks him as they swing through a rundown city on strings of silk.

"We gotta find the Reed Richards of this world", the man says. Eyes behind red lenses scan frantically for any sign of where he needs to go.

"He's the only one who can get us home", the word 'home' sends a pang of heartache through his three followers.

They shake it off and continue to race ahead of a fleet of giant purple and red robots combing through the skyscrapers.


	6. Chapter 5

Peter Parker sits at a desk in his room, laboring over some small electronics. He's found pieces here and there, bought some with the "allowance" his roommate Elektra insists on giving him, and been given other pieces from the likes of Reed Richards and, surprisingly, Hank Pym.

It's work he's familiar with, which frees his mind to think. And dang, does he have a lot to think about.

-Flashback Yesterday-

"Sorry, I think I had some New York pollution in my ear", Peter, dressed in his dark Spider suit with his mask in one hand, makes a show out of cleaning his ear with a pinky from his free hand. "Did you say 'godmother'?"

Elektra, in sweat pants and tank top stained with sweat and cleaning supplies nods and plays the message on the answering machine.

Matt strolls in drinking a glass of water from the kitchen and pays particular attention to the message, focusing all his super senses onto the words coming out of the box.

After the message plays, the Greek and the geek turn to him and wait to hear his analysis.

After a moment of thought, Matt turns to the pair. "It's strange. I didn't hear any noise pollution."

"Rock n roll?", quips the younger man, clearly nervous as to where this may lead.

"No, there was no outside noise. No cars, no animals, no people. I can usually hear the neighbors or a tv. Some honking or maybe a pigeon near a window. All I heard was machines."

"Machines?"

Elektra hands Peter the paper she was writing on earlier. "That makes sense. The number I had traced led to the industrial district."

Peter sighs and runs a hand through his hair. "Right", his words sound disappointed, "evil lair?"

"Likely. I'll ask Misty to poke around, see if she can't dig anything up." Matt finishes his glass and turns to put it in the sink.

Elektra turns to the younger man slipping off his gloves. "The name sound familiar?"

"Can't says it does El." With his glove off he takes a close look at his left web-shooter. It's been acting wonky here lately. Maybe he'll take a look at it soon. "My parents were, 'out of town' a lot so they could have named someone outside the country as my godparents. But..."

"Why now?" Matt finishes the thought exiting the kitchen once again.

"Yeah", Peter takes the shooters off his wrists. "I mean, with everything going on, after all that I went through, is it just me or is the timing of her call really fishy?" He turns to look at his roommates with one brow raised.

The other two agreed with the paranoid man. It was strange. It was agreed that Peter wouldn't make contact with this woman until she has been throughly checked out.

Even though he agreed with their caution, Peter was still disappointed. Another link to his parents, someone like family he could talk to, it was too good to be true.

Unfortunately, given his history, it probably was.

-End Flashback-

Thinking of the supposed godmother brought to mind Aunt May. This has been the longest he's ever gone without speaking to her, not including when they thought she was dead.

After finishing some maintenence on his web-shooters, he turns to another project. It was about the size of a touch screen phone, except a bit thicker.

Aunt May. He's been keeping tabs on her and was glad that she seemed to be doing so well with Jay. And he knew Uncle Ben had to happy for them too.

Uncle Ben...

Was that a dream, or some sort of vision? Whatever it was, it got him out of his funk. What was he thinking then? It was best not to dwell on it and move on. He could still feel his uncle's fist connecting with his face.

His whole life lately didn't seem to make sense. Depression, anger, failure, why did all that seem to stand out so much? The body swap must still have him rattled. He still has nightmares...

Shaking his head to clear out the darker memories, he refocused on his work and goes back with the screwdriver.

Maybe he should get in touch with Doc Strange, see if he's carrying around any bad mojo. It wouldn't be the first time Doc had to remove some bad luck off of him. Odds were, it wouldn't be the last either...

Wait.

No...

Maybe?

But when?

From Felicia? Or someone...

Scrambling out of his seat he goes to his closet and grabs his black costume. Throwing it on the bed he starts to strip out of his civies.

His Spider-Sense hits him a second before his door is thrown open and he reacts without thinking.

"Guys! Little privacy here!" Peter shields his lower torso from his roommates with his costume.

Elektra pulls some gym shorts off the top of her head and glares at him. Matt pokes his face back in the doorway after dodging the thrown t-shirt. "Everything ok? We heard some banging."

Peter motions them out of his room and when the door closes he finishes suiting up. "Yeah, everything's fine. Just had a thought", he tucks his top into place and goes to grab his web-shooters.

Elektra turns to shoot a look at Matt, and either by pure luck or some application of super senses, he shares the same look with her.

She clears her throat and goes to open the door again when a fully dressed Spider-Man rushes out.

Ninja's and lawyer's reflexes had them jump apart to avoid a collision, not that the abilities of the younger hero would have allowed him to crash into them anyways.

Following the costumed man into the kitchen they try to get more answers.

"So", Matt asks awkwardly. "A thought?"

"Yeah." Spider-Man turns to the other two, eager to share this with them. "I think I'm cursed."

Seeing Elektra's disapproving stare, Spidey quickly elaborates. "No, I mean literally cursed. I mean, I've fought just about every lunatic from here to the Negative Zone, and even some from there. I've fought evil scientists, aliens, and voodoo priestesses. And some of them were completely off their rocker. You ever fight White Rabbit? Anyways, I've stopped bad dudes from doing weird stuff. And on more than one occasion, I've been mutated, depowered, aged, and even cursed. I was stuck with Black Cat's bad luck aura for awhile once."

Seeing where this was going, Matt filled in the blanks. "So you think you got that bad luck again?"

"Maybe. Maybe something else. There's enough weird mystic stuff out there and way too many bad guys who use it for me to narrow it down." Jumping to the ceiling, he opens the sky light and prepares to leave, "so I'm going to am expert."

Before the other two could speak, Spider-Man takes to the New York sky once again.

-Baxter Building-

"Are you sure? Ok, ok, thanks again." Jennifer Walters writes down the info and puts her cell in a pocket.

Standing up from her office chair she sees Ben Grimm standing in the doorway.

"In a hurry greenie?" Ben cracks a rocky smirk and sips his can drink.

"May have a lead on some bad business going down." She reaches him and pushes him out of her (temporary) office. "That thing Matt asked me to look in on. I could use some muscle, you in?"

Chuckling in laughter that SHE would need extra muscle, he follows her down the hallway. "Sure, I replaced Johnny's hair gel with cake frosting an hour ago and now I'm bored."

-Elsewhere?-

"Just take one for the team so we can use his machine" rumbled a frustrated voice from under a red and black mask.

"I would if we even played for the SAME TEAM", came the equally annoyed response from an attractive redhead standing across from him.

The other three of their party just stood aside and watched. They, a young male and two females, looked eerily similar, much like siblings, if not for the auburn hair tint and mass of shifting tentacles of one of the girls.

"Look Peter-" "Do NOT call me that", the angry "Not Peter" interrupted the redhead with a glare. Returning his glare they stood silent for a few moments.

At some unseen signal, the woman and 3 teenagers quickly put their masks back on. The still fuming man followed their lead.

A second later, a door in the extravagant room they stood in opened and in came the familiar armor and cape of this country's ruler. He stood before the group and turned to the curvy form in red and blue.

Standing confident and projecting as much charm and power as he could, he addressed her, "it is now time to dine with Doom, miss?"

"Oh", trying to sound as sweet as possible, "just call me Spider-Woman."


	7. Chapter 6

"So, what's up doc?" The slightly nervous Spider-Man asks from his seat. His "seat" being the wall of the room he was in.

"Classic line or not, that has gotten so old after all these years", says the Doctor Strange from his own seat. The place he sits is several feet off the floor, crossed legs floating in mid air.

"I will return to my duties", Wong cuts in. He wasn't sitting at all.

Doctor Stephen Strange nods his head to the departing Wong and turns his attention to Spider-Man. Lowering to the ground, he lands softly on his feet and addresses his guest. "How can I help you Spider-Man?"

The dark form of Spider-Man stares at the floor in front of him, trying to figure out how to word his request. "I think", he begins slowly, "that I'm cursed".

Someone like Sue or Reed would have scoffed at the statement, Reed having several charts and graphs to prove otherwise.

Strange however merely raised an eyebrow and asked for his guest to continue.

The web-slinger takes a deep breath and let's it out. "I mean, how else would you explain it? Do you know half the things I've been through? From day one, nothing but death and failure. How can anyone suck so much? And now, I've got nothing. Both of my identities are hated. No job, no home of my own. I mean, DD and Elektra have let me stay with them, but how much more can they stand of me before they kick me out too. I don't know how much more I can take." He ends his rant by plopping down in an oversized armchair. During his speech he had gotten on the floor and paced around wringing his hands.

Strange takes it all in and thinks for a moment. "So, you automatically think curse?" The question is delivered with a bit of dry amusement.

"It's happened before", Spidey says and pouts. He didn't think it was funny at all.

"Yes", the doctor concedes, "it has. But that had been a product of your friend Black Cat and her "bad luck" aura."

"Another person who doesn't want a thing to do with me", the masked man sighs out. "But what about something other than that? I mean, some demon who's who snacking on my karma or something? Maybe my parents ticked off a wizard or something and cursed their first born?"

The doctor pinches his brow. "Spider-Man. All of life's pains can't be attributed to the occult or outside forces. Sometimes, things happen to good people. I know you feel it is not fair, and I share your sympathies." Strange raises his hands in front of him, the skilled surgeon hands that were damaged beyond complete repair. Hands that have not since been able to save lives in a hospital room. "But it is how we deal with these setbacks that I believe is important."

"I know doc", Spider-Man says in a small voice. "But I wish I had answers. So much has happened because of me." He rests his head in his hands, "I don't know." Getting up from the chair, almost in a daze, he walks toward the door to let himself out. "Sorry to bother you doc."

"Wait", Strange grabs the younger man's shoulder and gets his attention. "There... does seem to be something off in your mannerisms just now. And I thought I sensed something." He narrows his eyes in focus. "But it's gone now."

"No Doctor Strange, you were right. It was nothing. I will deal with it on my own", Spider-Man turns to leave again, but an invisible force stops him.

Hands glowing and a dead language on his lips, Doctor Strange, Master of the Mystic Arts gestures to the figure in front of him. A strong wind picks up in the room and spins anything not held down or heavy enough.

Spider-Man's body thrashes in the magical hold of Doctor Strange, but his voice comes out weak and struggling. "D-doc? What's h-happening?"

"Fight Spider-Man! Fight for your soul!" Strange screams over the winds. "It's stronger than it should be, the strongest I've ever seen! You have to fight it!"

Fight?

Why fight?

He was too tired to fight. Tired of the pain and heartache, tired and dissapointing Aunt May and Jay and-

Wait a second.

Didn't he just go through this not too long ago? Quickly thinking over the past few weeks, it seemed like his life stuck on a loop.

Depression.

Dark thoughts.

Someone reaching out to help him.

Feeling better until the next episode.

Wash, rinse, repeat.

What's going on?

That's when he felt it. A small tingle in the back of his head.

Spider-Sense.

Danger.

But where?

Focusing on that tingle, his body fighting against Doctor Strange, he tries to discover the source of this danger. Following it, he turns his focus inward, and finds himself being pulled. He's been through enough lately to know where this will end up.

His mindscape.

Something was affecting his mind.

Turning his attention all around, he notices that his mind once again looks like Queens. After a fight between the Hulk and Thing over the last slice of pizza.

His mind was crumbling, something was killing him slowly.

Turning his perception around, trying to find the source of this damage, he's unprepared for the sight he sees.

Some... thing. Something with feelers, millions of them stuck in the concrete and buildings, and an infinite amount waving angrily in the air. Parked right where the house he grew up in should have been.

Well nuts to that.

He looks around for something he can throw or beat this thing with, only to now realize he has no hands. He has no body period. He's just his own senses, watching his very being be torn down.

Maybe this was for the best. Take him out painlessly, to spare everyone the trouble of dealing with him. Just give up and let this thing take his body and-

"Stop." The sound of his own voice startles him, and the thing pauses in its movements.

How could he speak with no mouth? Better give up trying to figure this-

"Stop it." This is starting to feel familiar to him.

Octavius.

He HAD fought this fight before. Give up-

"No." Octavius had him beaten on the street below. Give u-

"NO", he grabbed his head and realized he had hands. And a head. Looking down, he sees his body, covered in his black spider suit, slowly fading into reality. This was different. Almost the exact opposite of how it felt to fade away. Wasn't it a relief when you faded-

"Wait", Spider-Man interrupted the weird voice. Wasn't there something then that had made him give up? He fought, but it wasn't with everything. He tried, but he was so tired. Sleep sounds good doesn't-

"Wait a minute", he says a little more forceful. Things start adding up in his head. Ever since the Registration Act, no. Ever since that weird mumbo jumbo Strange pulled to give him back his identity. Should have given up-

"Enough", this thing was trying to distract him. Ever since then, he's been a bit tired. Strange said it was normal, that the spell that they would lay on him might take some getting used to, that fatigue might happen. Sleep-

But it stuck with him. He took a few months off afterward to rest and recuperate. But did he feel rested? You could rest forev-

No. He threw himself back into crime fighting. And then the bad stuff started happening. Bad always happens around y-

People died. Mistakes were made. He should have been better than that. He IS better than that. Don't you deserve rest-

This THING kept ringing in his ears. Trying to make him give up. Give up-

Was this thing with him since then? Give Up-

Martha and Billy. Marla. Silver Sable. Give UP-

During the fight with Octavius?

GIVE UP!

Spider-Man stood in the middle of the street, looking down at the road. Slowly, he raises his hand up to the back of his mask and pulls it off.

The thing twitches and shakes it's tentacles in anticipation.

Letting out a long sigh, Peter Parker drops the mask to the ground and for a long moment, does nothing.

A long tentacle emerges from the thing and lowers down in front of Peter. Two lids peel back revealing a grotesque eye, half the size of the man in front of him. The eye moves close to him, in preparation to devour the host of this body.

Give... Up...?

Peter's head rises from his stare off with the ground. The first thing that the "thing" notices is wrong, is the smirk on the face of the host that's about to be devoured. The second, the deterioration of the host's mind has stopped. The third is the hand pointed directly at the eye, in a VERY familiar shape.

"Make me", Peter quips before unleashing web hell on the vulnerable eye in front of him.

The thing cries out in shock and pain, a sound that Peter feels more in his head than anything. It's feelers shake in the air like those tube guys at a car dealership.

Peter jumps into action, hitching a web line onto the retracting eye thing that shoots him into the air.

Give up meat sack!

"I know you are but what am I?" He retorts, web swinging through the air using the things tentacles as anchors. Swinging in a circle around it, he sees the size of the thing and goes closer to the main body.

You can't win!

"Have you lost weight? What's your secret?" Peter babbled at the thing, noticing it DOES look like it's shrunk a few thousand pounds. He dodges another set of tentacles as he lands on the body. Peter kicks it into high gear and pinballs around, punching, kicking, and webbing anything that moves.

Your efforts are as a flea's to a dog!

"Are you calling yourself a dog?" He moves too quick for the human eye as he dodges and evades a constant barrage of tentacles. "You got a poor self image, you know that? And that's something coming from me."

The thing mind shrieks in rage. It's now a mass of tentacles hanging off of what looks like a bloated tick, half the size of the old Daily Bugle building, covered in webs. Peter knew his shooters didn't have that much web, and he never reloaded, but they were in his mind so he just rolled with it.

You couldn't even defeat Octavius, how can you hope to defeat me?

"My charm and dance moves?" Slip into the Way of the Spider and fight off three tentacles.

Your friends aren't here, they won't help you!

"Well duh, we're in my mind remember?" Split kick in the air and dodge a hit from the side.

Resistance is futile!

"Wow, ripping sci-fi shows now? Getting kind of desperate." Plant feet on a limb trying to throw him and set two web anchors.

You are nothing!

The thing swings a limb and Peter let's his feet go to fly several blocks down the street. He KNOWS that his web anchors shouldn't have held, or stretched this far, but this is his mind. He'll decide what happens in here. And no one else, never again.

YOU ARE NOTHING!

"You're wrong", Peter says as the elastic webs snap back like a rubber band. The speed of the human missile shreds the black costume away, revealing red and blues. Just before he hits this creature, Peter's face peels away, revealing a red mask with large white eyes and a web pattern stretched over it.

"I'm Spider-Man."

The aftermath is tremendous. In the center of this thing, a black hole appears. It starts sucking in the mass of this thing and then the tentacles like spaghetti. It's feelers in the ground start coming up like roots from a tree that's knocked down. It all gets sucked into this hole in the middle of the sky. When it's done, the hole blinks into nothingness.

When Spider-Man opens his eyes again, he's staring into a Strange face.

"Ha, ha, Ow. Funny thoughts hurt", he groans and tries to sit up off the floor.

"Take it slow my friend, you've been through a great ordeal." Strange turns and takes a glass of water from Wong. Must have shown up during the chaos.

"Feels like someone tried to bikini wax my soul all over", Spider-Man croaked, lifting his mask part way and takes the water. "What happened?"

"A rare psychic parasite, a kind that I have not run into into a very long time", Strange answers him as he and Wong help him into the chair. "It feeds off of the host's soul until it can take over and completely dominate the body."

"Jeez, been there and done that", Spider-Man quips in a cracked voice. Felt like he screamed it raw.

"Drink the water, it's been treated with special herbs to help your throat."

"Thanks. So what happened to that thing?"

Wong exits the room with the empty glass and Strange continues conversing. "You fought it off. You defeated it inside yourself, which unlatched it from you, and allowed the spells I wove to send it back to where it belongs."

"Yay me", Spider-Man says and takes a deep breath. "So where did that thing come from?"

Strange stands up and searches his mind for the right words. "This creature is rare because of its prey. It searches for those that deny their nature strongly. This inner turmoil is food for the creature. It will plague the victim, sending them into a downward spiral of depression and grief. Eventually, it will consume the soul and take over the body, searching for more victims. Usually, the entire process takes a month at most."

"But I got the one on steroids? Figures." The man in the chair sighs and coughs. His throat wasn't finished healing.

"I believe it was the strength of your spirit that allowed you to survive so long." Strange begins using his magic to rearrange the room back into its former shape.

The Web-Head rubs his throat and thinks. Denying his nature. Could he mean, "the spell you cast for me? Was that me denying my nature?"

Strange pauses in thought. "Yes, I believe so."

"But, I had those extra abilities for a short time."

"But from what I understand, they were only scratching the surface of your potential."

"Talking with Spiders? Pym does that kind of thing all the time and he doesn't look like he's got magic parasites."

"But that wasn't abilities granted to him from an irradiated spider."

"Touche", Spider-Man sinks into the chair a little further.

"Your extra gifts", Strange started, "there was a reason you were given them."

"The spell needed a "power source" to run." Spidey drifts into his memories. "A battery, and a mystical conduit to link the spell to the recipient."

"I'm not condemning you. It was a decision I agreed with after all."

"Giving up a few bells and whistles to protect my family didn't seem like a bad plan. I would have gladly given away all my powers to make them safe."

"But not all of your abilities were mystical. Your original powers came from that spider. The ordeal with the Queen unlocked part of them, and got the ball rolling so to speak."

"Then I gave all that away for a spell that erased the knowledge of my identity. Wow, that giant weird talking spider is probably really disappointed in me right now."

"And that turmoil, the sense of something being pulled away from you, the sense of being incomplete, is what must have attracted the parasite."

"Huh. Now what?"

Strange thinks for a moment. "Well, I must do some research. The thing was incredibly strong, and usually they're much more subtle than that. Something must have changed dramatically if it was making obvious attempts to control you with devouring your soul."

Spider-Man thinks for a moment as well. "What about someone else taking over my body?"

"Ah, you mean "SpOck Fest"?", Stephen grinned slightly at his friend's groan of protest. "The possibility of something else appearing and possibly discovering it's presence? Yes, that might have set it off. You're obviously harder to digest than it's normal victims. It was probably getting desperate. Desperate enough to force you to make bigger mistakes and act out of your normal character."

"Oh", Spider-Man shrugged and stood up. "There's some people that will be glad to hear that." Stretching, his back pops a few times. "Is there any long term side effects?"

"None that I'm aware of, but you should probably go home and rest a few days", Strange answers his friend.

"No can do doc!" He adjusts his mask over his face and turns to Strange. "I feel like a new man and there's bad guys to bust."

Strange chuckles a bit and starts to lead his guest out. "Of course. No rest for Spider-Man."

Spider-Man's grin is wide, but slowly falls when Strange's face turns serious.

"Make no mistake Peter." Strange's use of his real name draws all of his attention. "It was fortuitous that you came here and spoke to me. Much longer, and I'm certain you would have been devoured and a shell for that thing. It creates deep mental anguish and feeds on it, but it doesn't create them from nothing. The things you've been through, must have left a deep mark on you. I say this, as your doctor, ally, and friend. Get help. Work out your issues. Please, if you keep going into battle like you do, do it with clear mind. For your sake, and everyone else's."

In front of the exit, Spider-Man stares at the doctor. In partial shock at Strange's words, he nods his head and turns to leave.

Outside, the sky was pouring rain. But to Spider-Man? It was like he was feeling it for the first time. What a difference a little exorcism makes.

He aims his hand to fire a web, but pauses and turns back to Strange, standing just on the other side of the open doorway.

"Hey doc? If my mystic powers were what was fueling the spell, and that was broken awhile back, what about those powers? What happened to them?"

Strange cocks another small grin, bids his friend goodnight, and closes the door.

Spider-Man stands there staring at the door. He mulls over the interaction a bit and decides to think on it later.

Jumping into the air on a silk-like thread, Spider-Man thinks on the advice that the doctor gave him. It would be his greatest battle yet, but maybe it's time he talked to someone.

-The Next Day-

Emma Frost knocks on the apartment door in a decent building in Hell's Kitchen.

When Matt Murdock managed to call her this morning, she thought about hanging up on him and going about her day. But listening to him explain the situation, she was intrigued.

A friend could use some psychiatric help, no questions asked. Well, she wasn't an expert, but she did dabble when she had her psychic powers, and the students needed someone to talk to.

So, come here to Murdock's apartment, pretend to listen for a bit, give some vague advice, get payed, and a highly talented lawyer/vigilante would owe her a favor.

Interrupting her train of thought, the door is opened by a tall woman with dark hair and an annoyed expression.

"Frost", she backs out of the doorway to let the guest enter.

"Elektra", Emma replies, and steps into the apartment. Walking down a somewhat shabby hallway, she nearly walks into Murdock when he turns a corner and stands in her path.

Feeling like she was being cornered between the two vigilantes when Elektra approaches her, the platinum blonde uses her mutant power and turns to diamond.

"Easy Ms. Frost. We just wanted a word before you talk to your patient", Matt tells her, spreading his hands in surrender.

"Then speak Mr. Murdock, so we can get this over with", Emma speaks in a frosty tone.

Elektra grunts in disapproval, but says nothing more.

"Well the man you're going to speak with has been through some rough times lately, so I'm sure this won't be your only session", Matt starts in his courtroom voice. "Honestly? I'm surprised he hasn't spoken with anyone before, but nothing we can do about that. But we have a few rules before you go in."

Emma rolls her diamond eyes but motions for him to continue on.

"First, you do no't tell anyone you were here." Matt holds up one finger for emphasis.

"That's simple. I don't want anyone to know I was in this hovel anyway." Emma retorts, but jumps at a scraping sound. Turning, she sees that Elektra has taken out a small blade from somewhere and starts to sharpen it.

"Second", Matt continues, "do not tell anyone we're here. That goes for your patient as well."

Ms. Frost nods, ignoring the sound of the blade on the whetstone.

"Third, and most important", three fingers held up, turn into a pointing hand directed at the diamond woman. "Do NOT speak about ANYTHING you hear about in there with ANYONE."

"Standard doctor patient confidentiality. I understand", Emma says, eager to get this done and get away from the annoying Greek woman.

"Yes, but this will stick. NO ONE must know the things you hear in there", Matt tells her, in a no nonsense tone.

"Otherwise", Elektra snuck up and whispers in her ear, with the blade pressed into her back. "You'll get a visit from me."

In her diamond form, the blade is fairly useless, but the intention is noted.

"And me", Matt joins in. "With a subpoena. I won't harm you, but I will tear down everything around you. She'll destroy your body, I'll destroy your character." The smirk on his face speaks volumes, even without her psychic powers.

The only sign that Emma Frost is rattled any is the slight widening of her eyes. But in diamond form, and to the hearing of Matt Murdock, it might as well have been two mountains grinding against each other.

"Well", Matt turns and gestures her to follow, "make yourself comfortable and follow me."

Emma follows Murdock and turns briefly to find no trace of Elektra. A few steps later, she finds herself in front of a door, as Murdock nods and walls away.

Emma Frost shifts back to her flesh form and adjusts her clothing before knocking on the door.

"Come in", comes from the other side and she turns the knob and enters.

She finds herself in a well kept room, no trace of dirt or grime on the floor, walls, or ceiling. There's a work station of some sort in the corner, with items she assumes only Dr. McCoy would understand. Beside the bed in the middle of the far wall, is a bookshelf full of texts of advance sciences. To the right in a small table and two chairs. Sitting in one is a nervous brunette male. He looked familiar, but nothing came to mind.

"Um, hello." The man holds out a sweaty palm, "I'm Peter Parker."

Looking down at the offered hand, she steps to the table and puts her designer bag on it. "You may call me Ms. Frost."

Pulling his hand back, he nods and fumbles to speak.

Emma speaks first. "This is how this will go. You tell me your life story and I'll tell you what to do for you to feel better about yourself. Understand Mr. Parker?"

Peter looks skeptical, but shrugs. "Where do you want me to start?"

Emma's eyes narrow as she takes a seat after wiping down with a rag she carried. "From the beginning", she tells Peter sounding annoyed.

"Ah. Ok well", Peter takes a deep breath and forges on. "My parents were spies for the government and left me with my aunt and uncle before the flew over seas and were killed and framed for treason-"

"Stop", Ms. Frost interrupts him looking highly displeased. "Your friend is paying me for this, but if this is how you want to spend his money, I will start to ignore you and read a magazine I brought."

Peter's nervousness turns to amusement at her declaration. "But I'm telling you the truth."

"Riiiggghhhttt", Emma draws the word out. "Who do you think you are? A trashy soap opera star?"

Peter takes a deep breath and stands from his seat. "No", he tells her before he jumps to the ceiling and sticks, closing the distance to barely a foot face to face. "I'm Spider-Man."

Emma's eyes widen in shock and she leans back into her seat. After a moment her eyes return to a cool professionalism and she gestures him back to his seat. "Parents were spies you said?"

-In the Kitchen-

"Anything you want to tell me Elektra? I've caught some strange noises and smells around the place, and you've been acting different as well", Matt asks her while she's putting away her blade.

"Yes", Elektra turns to Matt. "After helping Peter and trying things around the apartment, I've decided." She steps closer to hold Matt around the neck, as he holds her waist.

"I want a baby."

-Abandoned Factory-

"Thanks for the help kid", Misty Knight tells her temporary partner. "I'd usually ask your old man for a sniff job, but that ain't much of an option anymore."

The young lady Wolverine walks ahead of Knight, occasionally smelling the air. "Hmm. Hearing who you were doing this for, I couldn't refuse."

"Ya, you gonna explain that to me?" Misty asks looking at some complicated machine.

"No", came from the human bloodhound. She doesn't owe anyone an explanation. No one except for him

Wolverine stops suddenly and sniffs the air strongly. She follows the smell to a corner that looked like someone had stayed there recently. A small cot and generator with several electric appliances were left around.

Getting close to the cot she smells deeply. Suddenly, her eyes widen and she turns and runs.

Misty struggles to catch up to her and asks what happened.

"It's her. She's been calling for him", Wolverine grits her teeth.

"She won't get him."

-Elsewhere?-

"Peter" "Peter" "Peter"

"Stop calling me that!" The red and black figure screamed as he dodged the teleporting women calling for someone else's name.

"This is like a dream I had once", spoke a younger but similar voice in red and blue, also dodging the strange group of identical women.

"I remember that one. They all tried to kill me. You. Us." A female in red and white webbed up one of the teleporters but sighed when she vanished from her trap.

A red and blue mass of tentacles swung around, attacking anything that got close while the oldest female in their group followed close behind.

Suddenly, all the perfect duplicates of teleporters vanished from the large, forest like room. The small group of fighters gathered together back to back and watched for trouble.

"Hmm. I'm impressed Peter. A lot more fierce than I remember", came the silky smooth voice of a familiar woman.

A loud 'bamf' is heard and the group turns their heads to the source. Several yards away from them, a woman in revealing, black and metal suit and snow white hair, almost a carbon copy of the teleporters they just fought. She stands with her arms crossed, grabbing her shoulders.

"Well, what are you waiting for lover?" She opens her arms and spreads her fingers into claws while she crouches slightly, in preparation to jump. "Come and get me."

A silence envelopes the team, before the woman in red and blue speaks. "You know? This reminds ME of a dream I had."

-Empty Apartment-

"He used to live here", She-Hulk tells the orange rock man behind her.

"Doesn't look like he's lived here for awhile", the Thing replies to the green amazon leading the search.

Looking for any sign of what she came for, all she finds is months old trash and bugs. Lots of bugs. Well, not exactly bugs.

"Lotza spiders in here", Thing takes a step and crushes about 20 of them. "Think there's some kinda connection Jenny?"

"Does Johnny try way too hard?", she cracks a grin and starts for the door. "Let's go check another lead. All these spiders are creeping me out. Like they're watching me or something."

When the heroes leave the apartment, the swarm of spiders pool together. From the center, a form starts to rise...


	8. Chapter 7

"So, magic tick huh?" Johnny Storm casually asks his friend.

"Yup", came the equally casual reply of Peter Parker. "With tentacles."

"Huh, that's kind of a new one."

"Not really. New shape maybe, but the "destroy me and use my body" thing has been done enough."

"Well glad to see you acting like your old self."

"Thanks flame brain."

"Gonna make a move or what?"

The two friends turn to see the irritated face of Luke Cage across the poker table in the game room of the Baxter Building.

Peter, Johnny, and Luke were seated with elderly Steve Rogers, Ben Grimm, Johnny Blaze, and Kurt Wagner, with a small stacks of chips between them.

Matt Murdock and Elektra were there as well. Well, Elektra was to the side speaking to Sue Richards and Jessica Jones. Matt was probably off talking to Jennifer Walters.

Jessica had in her arms baby Dani, which was surprisingly the topic of conversation with the Greek warrior.

Peter caught a little bit here and there around the apartment, but it wasn't his business, so he never asked Matt or Elektra about what they've been talking about so much lately.

Besides, he's had his hands full with therapy.

"And you've been seeing a psychiatrist?" The older, but still commanding, Steve asked. Peter was pulled aside by him before the game and asked how he was doing. He apologized again about the SpOck fiasco (note to self: dye Johnny's suit pink for coming up with that name) and said if he needed anything, let him know.

Peter was gonna keep his appointments quiet, but he DID tell Johnny (note to self: just switch out all Johnny's suits with non unstable molecule variants) and of course he told everyone else at the table.

But, he's been feeling better about himself lately, so he didn't feel near as self conscious as he may have before.

"Ya, it's actually been pretty nice to just unload everything and talk about stuff." And he meant that. He's been going through his past with a fine tooth comb, leaving nothing out. He's told Emma stuff he never even spoke with Mary Jane about.

"And they know you're...", Steve ended his question by scuttling his hands across his side of the table on 8 fingers.

"Yes", Peter nodded with a smirk, "they know. And they got a good incentive to keep quiet about it too." He swore he caught a small smile from Elektra out of the corner of his eye.

"Hey, that's great Webs, but are we talking or playing poker?" Luke interrupts the conversation with an annoyed tone. He had the smallest pile of chips, and is looking to turn his luck around.

Normally, Peter would have flinched if he was called that with his mask off. But after the cover up by Stark, it seemed like most of the higher ranked heroes and government spooks knew who he was.

Even Kurt, veteran X-Men, seemed to know. After a few questions, he shook Peter's hand and sat down.

At the table, the only one who didn't know before was Johnny Blaze, and he didn't really care. Everyone else there vouched for Pete, so Blaze picked his seat and started playing without a fuss.

So Spider-Man, Human Torch, Power Man, Steve, Thing, Ghost Rider, and Nightcrawler sat around, half or completely out of costume, playing poker and chatting with each other.

"Alright. Everyone ante up." Ben's statement cause a swarm of chips to fly to the center of the table.

After the first round of bets Kurt spoke up. "Zo Peter, vhen vill you come to zhe mansion?"

Peter looks up from his pair of 9s in confusion. "Um, why? I didn't think I was well liked out there. It was like being in highschool all over again, which I guess it was, but I'm older now and-"

"You vere named in his vill", Kurt solemnly interrupted his rant. "Peter Parkher and Spider-Man vere both named separately."

"Huh", Peter responded. He keeps expecting to hear Logan, back from the dead again. His amazing healing factor pulling another miracle. But every time, he's reminded that he's really gone for good this time. "What did he say?"

Kurt silently appreciates Peter being serious for this, and not cracking a joke that may have had him teleport across the table and sock him.

"Ve don't know. It vas 2 letters. One for Peter Parker held by Laura and she vill not explain anything. And the other at "zhe place we became brothers." Kurt ends his explanation with a confused look.

His old friend had many secrets. The most recent one, Kurt discovered, was a mysterious connection to the man before him.

"I knew the two of you chilled sometimes", Luke said eyeing his potential flush, "but brothers? Didn't think he even liked you."

"Meh", Peter shrugged. Spider-Sense. "We've been through some strange times together. I fold."

Luke narrowed his eyes a bit after that. Peter didn't even need his Spider-Sense to know he had something going. When he got annoyed, he got pretty expressive. And Peter had made it an art form to annoy people and predict their next move.

"Where is Laura?" Peter hadn't seen the Wolverette since the Enigma Force thing.

"Ve don't know that either", Nightcrawler admitted. "The frauline haz not returned to the mansion in zome time."

"She's with Misty", Luke chimed in, angrily eyeing the decent sized pot Johnny Blaze was pulling toward himself. "She hired the kid for a sniff job. They've been tracking someone."

"Ah. I'll get ahold of her later then." That's the favor Matt asked Misty to do. Investigate this "godmother" business. He hadn't thought about it in a few days, but he wanted to know who she wa-

"Next hand, let's go", Luke almost shouted. He was getting antsy. Blaze gave him a cocky smirk, pulling his winnings near.

Peter shook his head to clear his thoughts. The godmother thing was being investigated. He was getting his life back together, so he didn't need to focus on her just yet. If he wins big here, he could at least help Matt and Elektra a bit with money. Didn't look like they needed it, but it wasn't in his nature to free load.

Therapy was going good, even if Emma looked shell shocked on occasion. He didn't think his battles were that horrifying.

No luck in the job department yet. Reed's offer was starting to look better and better, but he wasn't ready for that yet. He had a few ideas, just needed the funding-

"PARKER! Make a move man!" Luke was banging the table and scattering chips before Jessica walked over.

"Calm down Luke. It's just a game." A quick look showed Dani in Elektra's arms, the woman with a small glowing smile on her face.

"Ya baby, but I'm down $500 and I think I-" "You lost FIVE HUNDRED!?" Jessica interrupted Luke to get all the details, with everyone else watching in amusement.

Peter arranged the cards in his hand and started thinking again. Life was decent so far, but odds were, something bad was about to happen.

He shook his head again. He needed to stop thinking like that. After that first session with Emma, she theorized a lot of his problems came from self doubt.

After becoming a media success, then crime fighter at a young age, then the Bugle blasting his character, he had been under a lot of mental pressure.

Between Emma and himself, they figured that from all the doubt, depression, and people's fear of him, that's when he started having problems.

He'd held onto every insult and jibe people threw at him back then. They hated him, and were terrified when he was near. That's why the class clown act appealed so much to him. Sure, he was a natural jokester, and cracking wise in the middle of fights always helped calm him down and cover his fears. But, and this was Emma's theory, he let it get too out of hand.

After saving Jameson's son from the shuttle, that's when the Bugle really picked up their hate for him. He didn't want to be hated, he just really wanted to do the right thing. He didn't want to be feared either. So what was the best option? Act like a total idiot and clown so people weren't scared of him. And it worked.

Too well...

And the longer he did it, the more natural he got at it. He was already socially awkward, so it wasn't that big of a stretch. But looking back on fights he's had, he should have done a lot better.

He wasn't as strong or fast as he is now, but hardly any regular human should be able to keep up with him. And Spider-Sense! He should have been practically untouchable to any normal Joe.

But wasn't that the point? He didn't want to be feared and hated, so he took a few lumps here and there so people would look at him different. Ok, they still hated him, but they weren't scared anymore.

He'd purposely limited himself in fights to put people at ease, and he wasn't even consciously aware that he was doing it! The human mind was an amazing thing. It can also be incredibly stupid, as Emma pointed out.

He took hits to make people feel better. He portrayed himself like an idiot, he acted ineffectual, and overall, nearly got himself killed about a million more times than he thought he was aware of.

Man, he should have gotten help a long time ago.

Nothing to do about it now though. He knows about it, so he can change. He's becoming a better Spider-Man everyday.

The thought put a smile on his face, and he turns to face Steve when the older man gets everyone's attention.

"Alright everyone. I'm glad to get out and school you kids in poker," He paused letting the table laugh. He had the 2nd largest chip stack, just behind the kid with the Spider-Sense. "But there was another reason I wanted to see all of you."

Everyone got quiet and focused on him. When the original Captain America talked, you listened.

"We got some great people out there fighting for us. Feels like a half-dozen Avengers teams. The various X groups. The Future Foundation, and the street level heroes protecting the little guy." He looked around the room and nodded to each hero when he brought up their faction.

"But, as always, I think we can do more. Do better."

"Oh man," Luke covered his face with one hand. "This sounds like a recruitment drive." Jessica smacked him in his arm.

Steve chuckled. "In a way, it is. Elektra?"

Elektra and Sue walked toward the table. Elektra handed Dani back to her mother before turning her attention back to the table.

"Someone's spoken to some of you, so you probably already know what this is about." Blaze and Ben nodded while the others continued to listen.

"The individual pieces are never as great as the whole. And some of us have not been a part of a "whole" in some time. I've recently been doing some thinking. About the future, and about the present. I want a future I, and anyone with me, can be safe in. That has to start now. What I'm proposing, is a new team of us."

"Steven already established there are many teams of us already," Nightcrawler chimed in.

"Yes, but where are those teams usually? In space? In another dimension? Lost on another earth? What happens to New York while they're gone?"

"Um", the focus of the table shifts to Peter. "I usually swing into a big mess and nearly get killed waiting for backup. Or I pull a last minute victory. Depends on if I ate my wheat cakes that morning."

Elektra continues. "Exactly. One man, or maybe two if another happens by, faces whatever drops onto the streets."

Johnny interrupts waving flaming hands in the air, "wait, wait, wait. You want a team of what, street level heroes?"

"Not a team", Steve takes over again. "A squad."

Most of the group looks back to Steve in confusion. Johnny puts it best. "Huh?"

Steve takes a deep breath and gears up for his bombshell. "I've been in talks with several government and city officials. It took some time to iron out some details, but we have been given the green light to establish a squad of heroes who work along side the police to help protect people."

Seeing a few about to interrupt, Steve hammers on. "We're being smart about this. No "registration" or unmasking. We've already got some of the best lawyers on retainer, so if there's a problem, they'll be there to help. This will be by the book, but we're making our own chapters up as we go. This will be like another department of the NYPD. I'm to be placed as police chief of this group. Orders will come from me mostly, but if there's trouble, I expect full cooperation with other departments."

Peter scratches his head. "So, we'll do what we've always done, just with a badge?"

Steve gives him a dry smirk. "Yes. A badge... and all the benefits and priveledges that come with it."

This had everyone staring in shock. Even Elektra, and this was mostly her idea.

Steve was serious again. "This will be a department parallel with the police force, funded by the same source, with a little extra from investors. You will get a badge. A salary. Benefits. Insurance. This will be as legitimate as it gets people."

"We're getting paid?", Blaze cocks an eyebrow. It's been awake since he held down a job.

"Are zhey fine vith mutants?" Nightcrawler asks.

Steve answers them while Johnny jabs Peter in the ribs. "Dude, this is like your dream job! Help people and get paid!"

Peter shrugs off Johnny's enthusiasm and looks directly at Steve. "I can't do it."

All conversation stops and everyone stares at Peter. Steve's face was stone. "Why not?"

People seemed to lean closer to him to hear the answer. "I, I just can't. Not again. I went through this with Stark. I can't do it again Steve."

Steve observed him for a moment and nodded. "I figured that would be your response. Your identity wouldn't be held against you. Or your family. This is mostly my show, under my Champion License. Very little government involvement. I choose and manage the squad. But I understand if you don't want to be a part of it Spider-Man."

"Um, thanks Captain?" Peter replied awkwardly.

"Good. Now I have a offer for Peter Parker." Steve directed to a confused Peter.

"Word is, you're a top notch scientist in need of work. I've looked through your history and seen that it looks like you've been given a bad break. We could use a brilliant mind like yours. We'll need help with technologies to combat and detain the types of criminals we'll be dealing with. You'll be compensated and have the same benefits as our officers. I feel like you're the person for the job. What do you say?"

Peter was gobsmacked. He didn't want to fall into the same situation he was in. But this wouldn't be that. A police force, made up of heroes, under the command of Steve Rogers. Working with the local boys in blue. There's some details that sounds like they need to be worked out, but it sounds hands down better than Stark's deal. And he'd work as Peter Parker. Earn a real paycheck. Could he do it?

Looking down at Steve's outstretched hand, Peter's own moves over piles of chips and cards to grasp it.

"You got it boss", Peter says with a smirk.

"Good man", Steve responds back.

Everyone there knew this was the start of something amazing.

-Baxter Building - Another Room-

"You and Ben didn't find anything?" The man in the red sunglasses asked.

"Just spiders." The attractive brunette woman asked him. "Lots and lots of spiders."

"Spiders? Hmm." Sunglasses held his chin. "What's the connection between this, Peter, and the money?"

Brunette stood up from behind her desk and looked straight into the tinted lenses. "I don't know, but we're going to find out."

-Another Building-

A human like mass of spiders walks through an old, broken building. Coming to a door, the spiders break apart and slip through cracks to reform the body on the other side.

An attractive red head woman, bound and gagged by stands of silk like material, tries to scream through her bonds.

The creature reaches out one hand toward her, and slowly starts to break apart and flow toward the woman.

The last thing the woman hears before the spiders reach her is an all too human voice angrily saying the name, "Paarrrkkkeeerrrr."

-Some other building-

A yellow and blue figure is running through hallways and stairs. Occasionally, the female figure stops and sniffs the air, then changes direction.

She's tracked her this far. Her partner had given up hours ago, and asked the she be kept posted.

She's alone in her hunt, just the way she likes it. Coming to a room strong with the scent, she kicks the door open and looks around.

She was here. Fairly recently too. She'll catch up sooner or later.

"I will find you."

-Another Where?-

Looking back at the group he's picked up, a red and black figure resists the urge to sigh.

Two teens, boy and girl, who look like identical twins, another girl, in an amorphous blob like form, a familiar redhead, in an even more familiar red and blue suit, and now this guy in some sort of Halloween costume.

"Look Par-" "Don't call me that", the red and black suited man interrupted the trick or treater.

"Whatever. How are we gonna jump now?" The new guy asks. They've been through several different earths, and had gotten pretty good at finding ways around. But this new world...

"Don't move!" A loud voice came from behind the police barricade in front of them.

The group was on what LOOKED like a street in New York. They were surrounded by what LOOKED like police officers.

"Requesting back up! We got some kind of aliens in the street! I repeat, requesting back up!" A humanoid lion in a police uniform roared into a walkie talkie.

The officers surrounding the group WERE officers. They were also lions, tigers, and bears.

"Oh my" the redhead said in amusement.

The red and black figure facepalmed himself, and the new guy summed the situation up in his native vernacular.

"Well, shock it."


	9. Chapter 8

"So the tree was over there, so the hill should be around here." Peter said to himself as he walked the streets of Manhattan.

He was trying to track down whatever Logan had left him, following the cryptic words he heard from Nightcrawler.

The spot where we became brothers.

That could only mean one thing. Awhile back, the two of them got caught in some time travel headache. Thugs with time diamonds, Mojo filming everything, and the Phoenix Force. It was a long, annoying ride, but they managed to pull out of it, and they thought they were going to settle in the cowboy period.

"Hmm. Where would this thing be?" Peter looks at the buildings up and down.

They've been enemies, allies, and pains in each other's rear for years. But at that point, with the old style of slitting palms and shaking hands, they became brothers.

That little trip had been erased shortly after, along with the memories of the woman who he thought he could have spent the rest of his life with. Only him and Logan remembered.

There was a small pain in his chest. They never talked about it afterward. He wondered if Logan still thought of him as a brother.

Taking a small alley, he left his senses on high alert.

What would be so important that he had left Peter Parker AND Spider-Man individual letters?

He suddenly came to a stop and cocks an eyebrow in amusement. "The Little Folk Pub? I believe I found the location."

In front of him, tucked in a little alley, a small watering hole. Just the kind of place Logan would hide a secret message. Shaking his head with a grin, Peter steps through the door.

The inside was dark with minimal light and a bit musty. Someone was asleep at a table in the corner. The rough looking bartender wiping out a mug with a dirty rag. All in all, fairly stereotypical.

The bar keep eyes Peter as he walks up to the bar and puts down the mug and rag.

"What do ya want?"

Peter flinches at the gruff voice and asks in an awkward tone, "a coke?"

The tender glares at him in silence until Peter changes his order to a light beer. In a bottle preferably.

As he gets the beer, Peter starts to try and get information out of him.

"Interesting place you got here."

"Been in my family for generations." He responds placing the beer in front of the younger man.

"Little Folk? Strange name."

"My gear great grandfather got the name from a strange friend of his."

"I bet," Peter says under his breath and takes a sip of his drink. "This might sound a bit strange but, did anyone leave-"

Peter was interrupted by the server putting a package in front of him. He gave the man a confused look.

"Logan told me to expect you if anything happened to him. Sorry to hear about that business, he was a good man."

Picking up the package he looks it over. "Told you to expect me?"

"Some dorky kid that sticks out in here like a sore thumb and would probably order anything but a beer." The bartender picks up his mug and rag and starts wiping again.

"Ah", Peter responds. Taking another sip and placing the mostly full drink down, he picks up the package. "Thanks for the beer." Peter leaves some cash and a bit extra for him and heads out.

The bartender takes the cash and puts it up. Turning back to his mug and rag, he notices the place is completely empty except for himself.

Peter walks with a package under his arm and grabs his new phone out of his pocket. His Spider-Sense tingle slightly, but he figured it was warning him of the rushing crowd around him.

Finding a number, he dials and puts it to his ear.

"Hey Matt. Ya I found it. No, I haven't opened it yet. Figured I'd wait till I was home, just in case. No, haven't heard anything from Laura yet."

The familiar tingle in the back of his head was starting to pick up. Maybe there was more than the lunch rush to be concerned about out here?

"Does anyone know where she is? Oh. Did Misty hear from her recently? Ah. Ok then, not much we can do besides wait."

The tingle was getting stronger. Time to make a move. Picking up speed, he headed for the next alley.

"Ya, I'm on my way straight home. Going to use a shortcut."

Off the sidewalk, Peter breaks out into a quick jog. The tingle was constant, so the mystery danger was still on his tail.

"Ok Matt, I'll see you there."

He hung up and, putting on a little extra speed, Peter zips around a corner.

The source of the danger breaks out into a run to catch up and turns the corner. At the sight of an empty alley, the figure stands and looks around. They look up and scan the rooftops around them. Finding nothing, the figure puts their hands in their pockets and casually leaves the alley.

Peter watches the figure, a rather successful looking business man in a designer suit, walk away. The improved Spider-Tracer scuttled back around the corner of the building it was on, and into the hand of Peter Parker. It shuts down and folds back into a half dollar shape. Peter pockets it and closes the app on his phone that let him look through the tiny camera on the tracer. The maiden run on his new tech seemed to be a success.

Hoping down off the wall, Peter turns in the opposite direction and makes his way home.

Whoever that was, they were fairly experienced. Most people don't tend to scan the rooftops. Either they knew who they were chasing after, or they're used to people making quick rooftop exits.

He'll have to keep a better eye out now.

Peter makes his way home, with no more extra tingles.

Why would a suit try and chase him down? Or was it not him they were after?

Peter holds the package a little more securely as he makes his way up the stairs.

After the long walk to the top, Peter pulls his keys out and goes to unlock the door. He's been around long enough to focus on his Spider-Sense in these situations. Don't want anyone ambushing him, especially since he gave that suit the slip.

He slips inside and locks the door back. Elektra greets him from the kitchen table, where she appears to be doing some maintenence on Daredevil's equipment. The "devil" himself is seen nearby, running his fingers over some papers, using his increased sense of touch to make out the letters and words the ink spells out.

"Hey Peter", Matt says, putting the papers back into a folder. They looked like some kind of legal work. "Any trouble?"

"It was weird", Peter begins his story. "I got this package from a bar where Logan stashed it. I was on my way back here, when I got some tingles. I ducked into an alley and gave them the slip. Looked like some corporate guy in a fancy suit tried to roll me or something."

"Think they were after the package?" Elektra adds get opinion while putting a billy club back together.

"I don't see what else they were after." Peter paused in remembrance. "He did look up and check the rooftops after I disappeared."

"Strange", Matt shared Peter's sentiment. "Normal people usually don't check above them."

Waving his hands above him in the air, Peter exclaimed, "I know! What's up with that?"

Elektra walked up and took a closer look at the package. "Matt?"

Nodding, Matt took the package from Peter and flipped it around, examining it with hightened senses.

Elektra turns to Peter. "So they didn't see you watching them?"

"Nope", Peter answered, taking out the folded tracer and his phone.

Putting the tracer on a table, Peter activates an app on his phone. The tracer unfolds into a mechanical spider. With another swipe on his phone, a small camera extends from the back of the little robot and aims at Elektra.

She turns from watching the robot to see her roommate holding his phone to her, with an image of herself looking away from the screen.

"Impressive", Elektra comments, watching Peter pack away the small device.

"Thanks. I used some of the tech I got from Pym. Guy has some interesting stuff." Matt had brought a box of random junk he got from Hank Pym, and Peter has been making use of it. No telling why he suddenly gave this stuff away. Maybe I'll drop in and have a talk with him soon, Peter thought.

"Hmm. Interesting", Matt said getting the attention from the other two. "It's a dense metal box. I can't determine what's inside it. But there seems to be some kind of lock on this side. It should be safe for you to open it Pete."

"Alrighty." Peter took it from Matt and peeled the paper and tape away. Sure enough, there was a metal box inside. On one side, there looked like some kind of strange lock that took some sort of triangular key.

Peter gave the lock some consideration, then gripped the box and tried to pull it apart. It was tough, so he applied a little more of his strength to it. Soon he was giving it everything he could while his roommates looked in amusement.

"Dang", Peter put the box on a table and stared at it. "Must be adamantium or something."

Elektra went to the bedroom she shared with Matt and brought back a small lock picking set. "I will try, but we will most likely need the key to this."

Peter turned to Matt for his opinion. "You think you can pick it?"

"I doubt it." The lawyer rubs his chin in thought. "The density of the metal prevents me from getting an accurate picture of the inside. If Elektra can't do it, then we'll need to find the key to this."

"A key then." Peter nods and checks the time on his phone. "It's almost time for Ems to get here. I'll ask her if she's seen Laura. My money is on her at least knowing where I can find the key to this. If Logan wanted me to talk to her, she might even have it."

"Good", Matt motions to his friend to follow him and let Elektra work. Matt walks into the kitchen and hauls himself up. Peter jumps straight up through it to land next to his friend, a bemused look on his face.

"Hiding secrets now Matt? That could be dangerous buddy", Peter tells him with a smirk.

"Just wanted to talk to you a bit." Matt takes a breath and begins. "So, you had some kind of mind tick?"

"Um, yeah. Something like that."

"And that's what's been behind your behavior over the year?"

"Some of it, yes. I'm not gonna lie Matt. I know I have problems, and I'm trying to work them out but-"

"Whoa whoa buddy, I'm not jumping on you or anything. I'm glad to have SOME kind of answer for all of this. It's just... a little strange don't you think?"

"Not really. Doc explained the where's and why's to me. By giving up a portion of my powers I pretty much rang the dinner bell for it."

"Ok, but who set the plate?"

Peter just watched his friend in confusion. After a few moments of silence, Matt continued on. "Maybe I'm wrong, but doesn't attracting soul sucking magic monsters from another plane of existence sound a little outrageous, even for you?"

"Easy Red, you're drinking a little too much from the paranoia well."

"It's how I've stayed alive so long Pete." Matt replies with a grin. "I'm not saying there's someone out to get you Peter, but-"

"But I'd be an idiot not to consider it", Peter finished him with a sigh. And he had considered it.

But was he paranoid enough to think that someone sent that soul tick thing on him? If Uncle Ben hadn't shaken him out of his funk... had he come to him in his dream to warn him? Or to set him on the right path to get help? Maybe he'll talk to Emma about this. And maybe he can get the parts to finish another special project of his...

"Ok Matt, I get ya. I'll keep an eye out for more trouble."

"We both will Peter." Matt told him, placing a hand on his shoulder. "And Elektra too. We're friends Peter. Friends have each other's back."

Peter let a smile cross his face. He DID have some good friends.

"And you're starting that new job next week, that'll add a little extra backup."

Peter thought of that. The special police extension of street based superheroes. The mayor wanted to call them the Knights of New York or something.

First step will be to work on the name.

"Yeah, they need to finish converting some old building into a headquarters for us." Peter couldn't wait. Actual WORK. And he'd be helping keep villains off the street.

"Yeah", Matt said trailing off at the end. He took another breath and looked seriously at Peter. "Actually Peter, there was another reason I led you up here."

Peter looked at his friend and waited for whatever he had on his mind.

"I need a favor."

-Abandoned Apartment-

"You can't do this." A redhead trapped in thick webs weakly told the figure in front of her. "You shouldn't have this kind of power."

"I have this power," the figure gestured to the large masses of spiders around him. "And more."

"The Spider will stop th-"

She was interrupted by the figure back handing her.

"I AM THE SPIDER!" The figure shouted at her. "HE DOESN'T DESERVE THIS POWER!" He grabs the sides of her head and forces her to look at him. "You know what that nerd did to us."

Through a bruised eye she follows a glinting light through the spiders coming toward them. "He will do what's right." A tear drops from a blue eye. "He always does." More tears are shed as she gets lost in her past.

A particularly large spider crawls up the leg of the figure, and over the doctor's cost he wore. Stopping on his shoulder, the glinting light is shown to be a scalpel it was carrying. Reaching up, the doctor figure grabs the blade and trails it against his captives face.

He leans in to whisper to her. "After I'm done, I'll be the only Spider. And you can be my queen. You'll have your pick of flesh sacks to have your children in."

He leans back and smiles a hideous smile at her. "And that nerd Parker will be taken care of."

-On the Street-

Wolverine stops her running to examine the scents of a random alley, ignoring the gawking faces of the people around her.

Walking further in, she takes several deep breathes through her nose and let's out a deep growl.

She was here. And so was he. But they left out of opposite ends. Why? Did she talk to him and leave? Did she get what she was after?

She pauses in thought.

Follow her and finally get some answers? Or track him down and maybe be able to give some instead?

She was too close now to give up. She follows the scent of the dangerous woman.

-A movie set-

A woman puffs out smoke and grinds the butt of her cigarette under her heel. She had quit them awhile back, but picked up the habit again recently.

"I blame him", she says to herself. It was easy to blame all her problems on him.

"Excuse me", her thoughts are interrupted by a feminine voice behind her.

"I don't give autogra-" She stops herself as the locks eyes with the statuesque blonde as she turns.

"Can I talk to you?" The blonde asks in a slightly nervous tone.

The smoker narrows her eyes at the woman. "Whatever he's done, I don't know and I don't want to know."

"Actually", the blonde stops her from walking away. "It's more like, what I haven't done yet. What i haven't told him"

The smoker eyes the other woman and adjusts her robe, showing entirely too much skin to her visitor.

"Well?" She prompts the blonde to continue. "Out with it. My "co-star" won't wait forever."

-Somewhere?-

The brunette man wakes up in a cold sweat. He hadn't had a dream like that since his body stopped breaking apart, cell by cell.

Looking around, he almost panics when he doesn't see the others he's picked up since trying to get back home.

He remembers where they are. Separate rooms, provided by the beautiful blonde he never thought he'd see again. In a mansion he'd never thought someone like him, (or someone he was like?) would ever be able to afford.

He almost wanted to stay. They were good to him. They understood where he, where all of them came from, and opened their arms to them. And when the little boy, their son Richard, came and called him uncle, he almost lost it.

But this wasn't his world. And as much as it hurt, they weren't his family.

And this dream. It changed things.

His Spider-Sense was supposed to be gone, along with the nightmare glimpses in the future. But what he saw, couldn't have been anything else but a warning.

His family, all of them were in trouble. Just because they were connected to his brother.

This abomination of the weird Spider-Totem thing they were connected to, will track down everyone and devour their lives.

"Not on my watch." He says to himself. He looks over at the clock beside him. Almost breakfast. Time for one more family meal before he gets to work.

Protecting his "little brother" was a responsibility he picked up some time back. Back when he wasn't in his right mind. But, even if his brother admitted it or not, he needed help.

"Hmph." He let out a small chuckle over a memory that popped into his head. He grabs a shirt that was given to him and heads for the door.

"Parker Bros, away..."


	10. Chapter 9

"Here we go Spidey" The dark suited figure tells himself as he rings the bell of the mansion.

There were several reasons he hitched a ride on a passing truck and made it all the way here to the Jean Grey School. Least of which, a favor for a friend.

-Flashback Earlier-

"A favor? Sure Matt, what ya need?" Peter stands with his arms folded, and a questioning tilt to his eyebrow.

Matt paces the roof they stood on, of the apartment building they shared. Peter's never seen the attorney act like this before. Standing straight and clearing his mouth with a cough, Matt begins his explanation.

"Elektra asked me to do something. Something I never would have expected from her." He scratches his chin and contemplates the best way to ask. "We trust you Pete. ELEKTRA trusts you, which says a lot. We'd essentially be putting our future in your hands."

Peter's eyes widen at the seriousness of the statement and focuses more on the older man in front if him.

"Elektra and myself, we're not normal." Matt pauses for the expected quip, but not hearing it he continues. "The things we've been through, have made us different from normal people. And we're not sure if those things are genetic or not."

Surprisingly, Peter puts 2 and 2 together to get 4 this time. "You and Elektra", Peter pauses, a bit squicked out, "and your genes?"

"Yes", Matt coughs a bit, this time from slight embarrassment. "We are wondering if our particular quirks could be passed down to any, eh, 'descendents' we might possibly have together."

"Descendents? You mean 'kids' right? You and El?" Peter rambles, trying to wrap his head around this new information. "You want me to find out...?"

"If a theoretical child would have any genetic problems or additions." The lawyer hammers his request out for the other man.

Peter's head spins a bit. Memories fly through his brain. Talks of children with the redhead love of his life. Concerns about his strange biology. His visit with a blue furred genius and the talk that took place.

"Wow Matt, this is heavy."

Matt cracks a small grin, and reaches into his pocket. "I know Peter. But there's no one we'd rather ask than you."

He takes the contents and holds them out for Peter to take. The brunette takes them and examines what he has. Two slides with what looked like blood samples on them.

Peter looks at his friend suspiciously. "How'd you get this?"

"I have my ways" Matt replies, looking far more relaxed than he was earlier. "Will you look into this for us?"

Again, Peter thought of his own experiences. "I think I might know a guy..."

-End Flashback-

Peter explained his plan to Matt and got the go ahead to proceed. He didn't have the equipment for the kind of work Matt and Elektra wanted, but he knew who did. Hank McCoy, the X-Man known as Beast.

"Who may I ask is visiting?" An accented feminine voice comes from an intercom mounted to the wall to the right of the door.

"Um, it's Spider-Man. I came to talk to McCoy." He awkwardly tells the voice.

He hears what he thinks is an annoyed sigh before the door opens. Standing in the doorway is the beautiful Ororo Munroe.

"Hey Storm", Spider-Man calls her by her codename. "What's shaking?"

The apathetic look on her face turns to annoyance. "Hank is in his lab. What business do you have with him?"

"Um" the confused hero begins. "I have some questions and need some help with something I'm working on."

"Take it elsewhere", a new voice from behind Storm calls. Rachel Summers joins the group to stare down the visitor. "Every time you're around, trouble follows."

"C'mon Rachel, help an old friend out." The web-head had expected some animosity, but not to this degree. He's teamed with just about every X-Man at some point or another. And he's annoyed pretty much all of them. Nightcrawler had seemed fine with him at the poker game, so this attitude threw him off.

"Old friend my $$", even the African weather goddess beside her seemed shocked at Rachel's words. "We're busy with mutant problems, we don't need some sleeper robot, mind swapped, Emma Frost plaything."

Wow. Amazing what rumors you hear.

"Plaything? What are you talking about?"

The two women stared at him in contempt. "We know what "therapy" with her is like." Ororo stated in disgust.

"Hard to believe she traded down from Scott to you though." Rachel added.

Bewildered, Spider-Man stood there for a moment trying to figure out what the two were hinting at.

"We don't need her taint in this place. Or you." Rachel pushed the arachnid away from the door with a telekinetic pulse and shut the door.

Spider-Man stumbled back and quickly regained his balance. He stared at the door trying to make sense of what happened. They thought him and Emma...?

-Flashback Earlier Again-

After Matt's odd request Emma arrived for her scheduled appointment. Sitting at the table in his room, it was going well until Peter talked about a certain blonde from college.

"Get out."

"I will not." Emma stood defiantly in her diamond form, daring the spider powered male to physically remove her.

"This is over. Thanks for the help, but now you can leave." Peter tries to dismiss her.

"No Peter", Emma crosses her arms and stares at him. "This is a rather large issue for you, and we should discuss it."

"Discuss what? You didn't even know her, what gives you the right to call her a... a..."

"Whore?" When the word left her mouth, Peter's hands clench into fists. "Well, that's how it sounds." She nonchalantly checks her diamond finger nails, waiting for his reply.

"Gwen made a few mistakes", Peter tries to calm himself down. He always gets worked up about her. "That doesn't give you the right to judge her."

"No, no one has that right, do they Peter?" A cruel smirk covers her glittering face. "You'll protect her good name. Not even Mary Jane could speak ill of her, right? Not even alive, and she has the biggest impact on your relationships. LIVING relationships I mean."

"That's not... MJ knew that... you're twisting it around."

"I don't think so Peter. I believe I have you figured out. You're genuinely a nice man, as rare as that is in this world. She was your second major love and-"

"First." Peter interrupted her. They talked about Betty. She wasn't a "love of his life", and she became more like a sister than anything. He wondered why Emma would mistake that.

"Who? Ah, yes", Emma replied looking slightly confused. She thought the Gwen tart was the second? "Anyways, 'first love' and all that. What happened to her was tragic. But it doesn't dismiss everything that she did."

"The children." Peter hadn't thought of them in awhile. He hoped they were getting the help they needed.

"Not just her children. Who was the father? A man twice as old as her boyfriend, the father of your friend." She narrows her eyes at him, "the Green Goblin."

"She didn't know! She wasn't involved in anything like that!"

"But she was dating you so, yes, she was involved. But that's not the point I'm trying to make." Sitting down on her usual chair, she relaxes a bit before continuing. "Why sleep with him at all?"

Peter paces his room. This was something he always questioned. His talks with MJ didn't enlighten him anymore than he'd already knew. He suspected, but was wary of the answer. "He seduced her." He finally bit out.

"Yes, but that was him. It takes two people for seduction to work. Why was she susceptible to his advances?"

Peter clenched his fists again. "Osborn is, was a lunatic. But he's also a genius. He could have made something to lower her inhibitions, something to-"

"Yes he could have", Emma smoothly interrupted. "But I don't think that's what happened."

"What?"

"Tell me Peter, were the two of you 'active'?"

"This talk is over."

"I'm sure she was at least."

"Get out."

"Did she ever try to talk you to bed?"

"Leave Frost."

"But I think you weren't ready for that kind of commitment, not with everything going on at that point."

"I said leave."

"And here walks in an older, rich gentleman who is looking for a good time."

"Stop."

"She must have been terribly frustrated, to bed a man with that awful haircut."

"ENOUGH!" Peter jumped from across the room to get into Emma's face, one hand effortlessly breaking the table beside her.

Emma looked neither startled or afraid. She coolly looks Peter in his furious eyes. "If she loved you as much as you loved her", she changes from her diamond mutation back into flesh, "she would have waited Peter."

The anger runs out of him, leaving confusion and a sense of dread.

It made sense. Gwen did want things more physical, but with college, Aunt May's health, Spider-Man, and work for the Bugle, he couldn't go through with it. He had struggled with trying to make a life for himself outside the costume, and he didn't want to just jump in bed with her, no matter how much he loved her. He wanted everything perfect before they made that next big jump in their relationship. When he decided to quit being Spider-Man and devote his life to her, that's when he would have romanced her socks off. But that's not what happened.

If only he knew then how relationships worked for him like he did now. But would that have changed anything?

He backs away from his therapist and watches her. She bends to pick up her purse from the ruined table on the floor, and stands to adjust her sensible skirt.

"I'm sorry Em, I-"

"It's quite alright Peter", she gives him a small, warm smile. "I knew you would not harm me."

She walks and opens the door, where Matt and Elektra are found standing just outside. "He's alright", Emma addressed them. "Just a touch upset at the moment."

She turns to her patient once more. "You are a good man Peter. You looked passed her faults and found a woman you fell fully in love with. But she's gone. Do not let some fairytale romance you concocted in your head color your relationships for the rest of your life." And she exits the room and leaves the apartment.

Peter slumps to his bed and mulls over the last hour of conversation. MJ had told him once or twice when they were together that she had felt he couldn't let go of Gwen. She felt like she was always competing with her in his mind.

Could he really not let her go?

-End Other Flashback-

Spider-Man shook his head. A little after the session with Emma, he came here to speak with Hank and do that favor for his roommates. It probably could have waited, but he felt the need to go out and clear his head.

Now he couldn't even get past the front door, because they thought he was shacking up with Emma?

The Web-Head let out a shaky breath, trying to calm himself. The afternoon had been pretty stressful so far. Maybe he could calmly talk to them and explain-

Spider-Sense.

The hero ceased all thought and focused on the familiar tingle. His danger sense had felt even more powerful lately, and he zeroed in on the problem. Something behind the door was triggering this reaction. He focused harder on the tingle, and discovered the source.

It felt like someone was running their finger over his scalp. He had fought and teamed up with enough psychics over the years to tell this was an attempt to scan his mind. "But", he thought grimly to himself, "thanks to Ock, I know how to shield myself from this now."

A fine carbonadium mesh was woven into his mask. Ock used a helmet of the stuff to prevent Peter from taking his body back the first time. It seemed to do the trick against psychic assaults too.

And that's what finally sent his anger over the edge. A casual scan over his private thoughts was too much.

No one would get into his head again.

Storm was watching her friend scrunch her face up in concentration.

"I can't read his mind", the redhead told her. "I can sense him just standing there, but I can't get in there to find out what he's doing."

The two were startled by the large front doors violently kicked in off their hinges. Through the opening, the black suit Spider-Man casually walks through. "Didn't Jean ever tell you, it's not nice to poke someone's brain without asking?"

The two veteran X-Men immediately went on the offensive against the perceived threat. Storm kicked up a small tornado and Rachel attempted to throw him out with telekinesis.

As soon as his Spider-Sense tingled, he was a blur of motion. He dived through the winds beginning to churn, and shrugged off the mental hold on his body. In the air, two shots of web gunk found their targets of the weather goddess' and of the woman from the future's eyes.

The racket caused attracted the other residents of the mansion, who wasted no time jumping into the fray.

Pure instinct tempered with over a decade of experience kicked in. The hero ducked, dodged, jumped, tumbled, and ricochet around fists, lasers, energy of unknown nature and the very elements themselves.

"Excuse me", Spider-Man said webbing what felt like the hundredth student to a wall. "I'll see myself in".

He didn't purposely harm anyone in his way. They were just kids trying to defend themselves from this unknown intruder into their home.

Spider-Sense.

"Been expecting this", the web-head said to himself. In front of him was an entire hallway of ice. Instead of slowing him down, the agile hero plowed straight through. Spider strength met polar defense and left frozen shards in its wake.

Ice-Man was at the end of the hallway, frozen arms crossed and a cracked smirk on his face. "Sorry webs, had to join in the fun".

Spider-Man ran by, tagging his old friend lightly in the shoulder before jumping onto a wall. Spider-Sense on high alert, he reaches to a hidden panel below him and presses a certain switch.

The wall next to where he was perched opened up into a hidden elevator. Crawling in, he had enough time to turn around and see several angry young mutants, and a bemused Ice-Man before the door shut.

Hoping onto the floor, he rode the elevator to the secret basement. "Every X-mansion has one" Spider-Man quipped to himself, trying to remember the directions he was told.

The elevator finally stopped and no sooner did he get out than the car shook and appeared to be pulled up by an invisible force. "Rachel's angry I guess." Spidey chuckled to himself and bolted down the shiny hallway. "Seriously, what's up with me and redheads?"

Right, left, left, and a right found him in front of one of those stylish X doors that they were so fond of. "I'll more than likely be found in my lab", he quoted from the conversation he had before he came to the mansion. Three quick taps were all that he could manage before he was telekineticly pushed against the opposite wall. A furious Rachel and Ororo approached him, trailed by a grinning Bobby Drake, out of his Ice-Man form.

Rachel stepped in front of him, pushing him with her mind hard enough to leave a slight depression in the wall. "Now, before I pop you like a bloated tick, you want to tell us what you were trying to do?"

Using as much strength as he could, Spider-Man raised his hand and pointed behind his captor.

Turning cautiously, Rachel was surprised to see Hank McCoy frowning directly at her.

"Rachel, why are you accosting my guest?" Hank asked, large blue arms placed on his hips. At the confused looks of Rachel and Ororo, Hank turned to a chuckling Bobby.

"Robert", Hank began, blue furred hand attempting to rub away an oncoming headache. "Didn't you notify anyone I was expecting company?"

Several pairs of angry eyes homed in on the amused man.

"Whoops?"


	11. Chapter 10

"Of all the irresponsible-"

"It's not that big a deal Hank, calm down."

"Calm down?" Hank directed his question to the younger redhead in front of him. "Rachel, do you not realize what it is you have done?"

Ororo standing beside Rachel pipes up in her defense. "We were defending our home Hank. Spider-Man DID break the door down."

One of Hank's blue eyebrows rose as he turned to face the supposed intruder.

"Hey, they forced me away without letting me explain myself, and then she gave me the old "we're totally in the right, Imma scan dude's mind" shtick." Spider-Man pointed out.

Hank sighed loudly and turned to the other man standing in the room. "And what is your excuse Bobby?"

"I thought it'd be funny if I didn't tell anyone you were expecting him to show up?" Bobby explained with a shrug of his shoulders.

Hank covered his face with one large blue hand and waved his longtime friend and ally away with the other.

Bobby left with a smirk on his face, having successfully shaken the status quo up a bit.

"Did you have to break the door down?" Hank asked, sliding his hand away from his face.

Spider-Man managed to look sheepish in his full body costume. "I MAY have overreacted a bit. It's been a long day, and a miserable year."

Hank nodded in sympathy. He did get the full story behind Spider-Man's body swap from Rogers awhile back, and early morning coffee with Kurt filled him in on everything happening recently.

"I know that's no excuse" Spider-Man continued, "but the accusations and breach of privacy kinda pushed me over the edge a bit."

"Indeed", Hank turned his attention to the others. "Spider-Man has been an ally of ours for many years. And if he needed to speak with me, I would have assumed you would have at the very least notified me about it, thus we would have avoided this conflict. I must say, I'm a bit disappointed in both of you."

Ororo managed to look both regal and guilty, like a princess being punished. Rachel on the other hand, did not take it as well.

"The hell Hank!? You're just going to take his side? You know he attacked several of the students right?"

Hank crossed his arms and glared at the younger woman. "Were any of them wounded severely, aside from their ego's? If this was some form of "evil Spider-Man", I can assure you, it could have ended much worse."

"What if he's an assassin, sent to kill you?" Rachel knew she was scraping the bottom of the accusation barrel, but she just did not trust him. Not with all the troubles mutant kind had been in lately, it was too convenient for him to just drop by, even if he did call ahead. "After everything we've heard about the guy lately, you're just going to open up our home to him?"

Whatever Hank's reply, Spider-Man beat him to it. "Of all the, look, if it's going to stop the arguing", removing his protective mask, he revealed the face of Peter Parker to the small group, "I'll give you PERMISSION to scan my mind."

Of the three staring in shock, Ororo spoke first. "Just like that? Why didn't you do that to begin with?"

Peter directed an irritated glare at her. "I don't know, maybe because no one asked? Because I've had my mind poked and prodded so much, I don't feel privacy in my own head? Because you guys are so paranoid sometimes, you play fast and loose with the telethapy? Take your pick sister."

Turning away from the weather witch, Peter faced Rachel with an angry smirk, "well? Fire up the synapse scan lady, I got things to do."

Rachel wasted no time, and began her look see before he finished his sentence. Angrily determined, and a bit embarrassed, she wanted to pry every secret he ever had out of his head.

From his earliest memories, she refused to feel sympathy for him. A geek with no parents living with his aunt and uncle, she fast forward until he became Spider-Man. Well, it proved it was him, but she figured she'd look around some more while she had the chance.

After she watched through the death of his girlfriend by his best friend's father, she felt like she may have made a mistake.

Rachel attempted to exit his mind, but found she couldn't as she watched Spider-Man fight a clone of himself.

Every attempt to leave, she got the feeling of a sad smile and a lesson she should learn.

Spider-Man. He was keeping her from leaving somehow. He was forcing her to live through his memories. She could almost feel her own heart breaking while a beautiful redhead that reminded her of Jean turned down his proposal.

She mentally sat there. Watching his success and failures. Battles he had barely survived. Horrors he continues to fight. Women who would come and go, leaving him more dejected than the last.

She learned horrible things, things that would be giving her nightmares for days. Things that he would carry with him always.

It was almost one big blur. The beatings and fights broken up by some small kindness in between.

Past the failed wedding, past the return of Ben Reily, past all the death that happened, the images became clearer. His recent memories in vibrant detail, like a new artist had picked up the job to illustrate in one of the students' comic books.

Osborn. It kept coming back to him. Oh sure, there were plenty others waiting to off the arachnid, but Osborn was like his own personal boogie man.

Avengers. The Civil War. Tony Stark and unmasking. She was suddenly very glad the X-Men decided to stay out of that conflict between Iron-Man and Captain America.

Some kind of mystic memory erasure? Well, he did know some interesting people. And Aunt May had survived. She might have to meet this woman sometime.

Oh look, Osborn again. What a surprise...

Huh, looks like things had picked up for him. Those were some fancy suits.

Rachel was feeling almost euphoric, this swan dive through his memories seemed to be catching up to current events, and she couldn't wait to leave, take a hot bath, and sleep for a week.

Suddenly, things took a darker turn.

Rachel could almost physically feel like she was trapped in Otto Octavius' old shell of a body. The desperation and panic nearly overwhelmed her.

She caught herself cheering when it looked like the mind swap was going to be reversed, and nearly broke down as Otto revealed the carbonadium helmet.

She sat in awed silence after Peter thrust his memories into Octavius, and the villain swore he would live up to his legacy.

She followed the spirit of Peter Parker after it left the corpse of one of his greatest enemies, almost eager to learn what would happen next.

The familiar buzzing took her by surprise and she was disoriented for a minute before she found herself watching Peter watching Octavius in his old body, who was starting at the corpse of Doctor Octopus. Musing to herself, she figured that that mental 6th sense of his must have realigned his "spirit" with his body after it was released from its confines. She made a note to ask him about it later.

Things seemed to be going decently, and this time she was sympathetic watching this mad man live through his life. She could have done without watching him examine and experiment with Peter's body though. Those were images she'd never unsee.

She thought it odd that she couldn't sense Otto's memories, but considered it a small blessing when a thoroughly disgusted Peter ranted about Octavius checking out his aunt.

Watching Octavius style, she wondered why no one figured this mess out sooner. The differences between the two men were astounding. The murder on the street being fairly out of character for the hero.

Her hopes were raised a bit when Peter found he could move a hand. She clamped down the feeling and wasn't surprised when Octavius obliterated Peter's mind.

She was surprised however when a small shard of Peter stayed in the dark recesses of his mind and vowed to fight back.

She was intrigued in a professional sense when Peter decided to live through Otto's memories, yet when he made the jump, she couldn't see anything. Did Peter block this out of his own mind?

Never mind, Octavius deleted his own memories from Peter's mind. That is dangerous technology, but it did answer a few questions for her.

Wow. Osborn AGAIN? Who would have imagined?

Things seemed to pick up again until Parker Industries couldn't recover anymore. She was disappointed that Peter decided to trust Stark again, but she found it endearing that he still tried to give people a second chance.

If he gave Stark another chance after this, she was going to strangle him!

From there, she could have guessed what happened, but it surprisingly hurt to hear Aunt May tell him off like that.

From his apartment to the streets to Matt Murdock's apartment was a roller coaster ride of emotions she couldn't process. His visit with Doctor Strange helped put things in perspective though.

A soul sucking parasite? What DIDN'T this guy run into? But it was nice seeing things turn out a bit better a day at a time.

Oh, therapy with Emma Frost was actually therapy. Looks like she owed him an apology. And there's him calling Hank for a favor. There's her acting like a b**** to him. And there goes his temper.

From this point of view, his detention of everyone looked a bit easy. Hank was right, good thing he's not evil.

She came to with a start looking at the unmasked Peter Parker in front of her, and for the first time she noticed a weary look in his stance.

"I'm- I'm sorry. I have to go", Rachel bit out as she left the lab with a confused Ororo following close behind. If anyone noticed her watery eyes, no one mentioned it.

"Well", Peter let out with a shaky breath, fixing his mask back on and becoming Spider-Man once more, "that was a thing."

"Quite", Hank agreed. "My humble apologies Spider-Man, Rachel can be a tad impulsive, and given the state of mutant affairs in the world today..." He trailed off.

"Gotcha big blue" Spider-Man said with a shrug. "Hey, some of my best friends hated my guts before they got to know me."

Hank cracked an amused smile. "I'm sure. So what have you come to ask of me today?"

Spider-Man reached into his belt and pulled out two slides. "I have a friend with a favor..."

-Later Close To Home-

Peter stepped through the front door of the apartment. "Man", he called out to the other occupants, "it's been a long day."

"Why don't you come into the living room and tell us and our guest about it" Elektra's voice called further in.

Peter casually walked in to find his roommates sitting on the couch and an elderly woman standing across from them.

"Hello dear. Why don't you have a seat with your friends?" The older woman suggested with a practiced sweetness in her tone. Both of her hands were bound up under her arms like she was trying to ward away the cold.

"Nah", Peter waved away the suggestion. "Why don't you tell me why you're here though Miss?"

The woman's eyes appeared to harden a bit and she lost the sweetness in her voice. "Leni young man. My name is Leni and I insist that you sit down." From under an arm, she produced a hand wrapped around a handle, her thumb holding down a switch.

"Watch out-" "It's a dead man's switch-" "Sit down before I-" the cacophony of voices within the apartment were interrupted by a thwip and the old lady's hand being webbed up.

The surprise on her face turned to a sneer, "you think this will stop me?" And before everyone's eyes, the old woman turned into a young girl, giving her enough room to wiggle her thumb off of the trigger if it came to that.

"No, probably not", Peter's voice continued to carry his nonchalant attitude. "Unless the trigger was covered in my special magnetic webbing." Peter ended with a shrug, webbing the shapeshifter to the wall.

Elektra stood and picked up her sais from the nearby end table and glared at the intruder. Matt just looked up at Peter and turned up an eyebrow.

"Laura", Peter informed his friend. "Ran into her nearby and she told me who she was following and smelled the explosives. I took a guess and loaded my magnetic webs just in case. Speaking of Laura, ALL CLEAR!"

From the apartment skylight, Wolverine dropped down and joined the group.

"Thanks kid" Peter told her with a smile.

Laura nodded at the praise with a small smile of her own. Then she turned to the prisoner struggling to escape from the webs.

"Well Mystique? Want to enlighten us as to why you're here?" Peter inquired.

To the somewhat shock of Matt and Elektra, the child shifted into the form of Mystique, with some of the webs digging painfully into her body.

She stared ruefully at the hero for a moment and opened her mouth to speak. She was cut off by a crash and loud banging from the kitchen. The 3 older heroes rushed to see what had happened, leaving Laura not taking her eyes off of the blue skinned woman.

The three entered the kitchen to find a woman laying next to a partially destroyed cabinet. It looked like she fell through the side of the skylight.

"She was thrown" Matt informed the group, his super senses putting together the clues quickly.

Elektra goes to the woman and turns her onto her back. The stranger gasps for air and Peter freezes in shock.

"MJ?"

"Peter", she calls. "Ve- Venom. He's loose. Stop h- him." She groans in pain.

All Peter can see through a red haze in his vision is an injured Mary Jane Watson. He almost rips Matt's hand off when the older man grabs his shoulder.

"Go" Matt encourages him. "We'll help her. Go get that b******."

The red haze clears and Peter can see his his friend again. Looking down at his injured ex, he nods and crouches for a jump.

"Hold the fort down, I'll be back." And in one smooth movement, he leaps out into the setting afternoon of New York.

Matt follows his friend with his senses until he pulls out of range. Crouching down next to Elektra he begins trying to help with their unexpected guest.

"Wait" Matt pauses. "That's not-"

And the apartment explodes with spiders.

-Movie Set-

"And I'm supposed to care why?" The redhead actress tosses her cigarette to the ground.

"Because he's your friend?" The blonde answers.

"He stopped being my friend when I wised up and realized he was ruining my life. That's what he does." The redhead shook her head in disgust.

"So you couldn't handle the pressure then." The blonde glares. "He used to talk about how much of an amazing person you are and how it tore him apart he couldn't be with you."

"Yeah, well" the actress shrugs her shoulders. "He's the smartest idiot I know."

"This was a waste of time." The blonde turns to leave and almost knocks the director down.

"And waste of money!" The short, greasy man comments. "I don't care if you are some big shot celebrity hero, you've been hanging around all day distracting my actress and costing me money!"

Looking between the the irritating man and the upright actress, the blonde hero shakes her head in disgust. "I'm out of here", and she blasts her way into the sky and disappears eastward.

"Well good riddance", the man spits and turns to the actress. "Well Mary, you up for one more take?"

Mary drops her robe and reveals a lightly freckled body in an almost to small to see bra and panty set. "If your "star" can keep up."

-Somewhere in New York-

A rift opens up above a skyscraper and 6 people in spider themed outfits jump through before it closes.

A tall man in red and black stands straight up and inhales deeply. "Smells like home. I think we made it."

The sense of accomplishment is brief when a menacing laugh pierces the air. The sextet get back to back searching for the possible threat.

A large dark figure moves out of the shadow of a nearby stairwell. The white spider on his chest appears to glow in the beginning moon light.

"About time you showed." The figures smile is full of large teeth. "Now the fun can really begin."


	12. Chapter 11

"This doesn't make sense" Spider-Man said to himself as he made the final leap to his apartment roof.

Walking to the broken skylight, he picked up his discarded clothing he threw off when he started his pursuit. His mind wandered over the facts as he knew them.

Mystique has been following him for awhile. Odds are, she was the mysterious business man that tried catching him in the alley way. She knew who he was, so that made her extra dangerous.

The old Venom was back. Or was he? Last he heard, Flash Thompson was in space, and the symbiote was somewhat under control. The Venom he chased looked like Mac Gargan was behind the wheel again.

Mary Jane was laying, bleeding out in the kitchen last time he saw her. Once again, just by being associated with him, she was vulnerable.

Someone was going to pay for this...

Which brought up the question, what was she doing in New York? Wasn't she in LA shooting some new blockbuster?

And Venom, he didn't act like any Venom he had fought before. Spidey had actually taken the time to set himself up for an ambush to try and flush him out. The symbiote's hate for him would have driven it's host to attack, or so Spider-Man figured. So far, there was no attacks.

And this Venom had stayed just ahead of him, neither pulling away or letting him get close. Spider-Man was being led around, so he cut off the chase and went home.

Hopefully he could get some answers soon.

Hopping down to the kitchen floor through the hole, he didn't see anyone nearby.

"Hello?" He called out, taking notice of the debris and blood stains in the kitchen. "Ollie ollie oxen free? "

Moving into the living room, his next call was stifled in his throat. Laura, covered in blood and tears in her suit, laying motionless on the floor. No one else could be found. Even Mystique looked to be cut free with something jagged.

Peter ripped his mask and gloves off. Taking one of her cold arms, he checked for a pulse. Not finding any, he bent an ear to her face. No breath.

"C'mon Laura", not knowing what else to do, he got into position for chest compressions. "You can heal from anything. C'mon Laura."

Counting down, he prepared to press as hard as he could. He wouldn't be able to do much against an adamantium ribcage, but it's all he could think to do.

Reaching 0, he pushed down with his spider-strength. Two hands pressed clearly through the young woman's chest and broke a hole into the floor.

Peter would have stared in shock at his hands in the impaled girl, if a mass of spiders didn't erupt from her throat from his compression.

Pulling his hands away from her ribs, Peter went to support her during her coughing fit.

Spider-Sense.

Jumping onto the couch, Peter barely avoided a set of claws aimed at his throat. Another tingle, and Peter was upside down, on hands and feet on the ceiling.

Laura pulled her claws from the ruined apholstry and turned to track her current prey. Her eyes were glazed and feral, lips pulled back exposing her sharp teeth. Aside from the healing hole in her chest, her body language screamed predator to Peter.

She leaped claws forward toward the hero on the ceiling. Timing her jump, Peter quickly jumped to the ground and grabbed her wrists above him. Rolling with her momentum into the hallway, Peter came to a stop on top and pinned her arms beside her head.

"Laura!" Peter screamed above her grunts and howls. "Laura it's me!"

Several heart racing minutes passed before Laura calmed down. Her frantic breaths grew steady, and her eyes closed as if she tried to relax.

Her claws slowly retracted back into her hands, and at a similar noise behind him, he turned his head just enough to see the same happen to her foot claws he had completely forgotten about.

"Wolverette?"

Her eyelids opened and the animal haze was no longer there. "You can get off me now."

Peter jumped off of the floor and stood back watching her slowly attempt to get up. Awkwardly holding out his hand, Peter was completely surprised when she actually took it and he helped her lay on the couch to finish healing.

"You ok?" Peter felt like he was shell shocked and collapsed in the nearby recliner.

"I will be" Laura groaned out.

"I'm", Peter swallowed and licked his dry lips, "I'm sorry. I thought your skeleton..."

"Common misconception" She said sounding stronger. "It is only my claws coated in metal."

"Oh" Peter didn't know what else to say.

"I will heal."

Yeah. He dodged a major bullet. Still, that scene will probably take over SpOck episodes in his nightmares now. "What happened?"

"There was a flood of spiders crawling from every crack and hole in this building." She started, sitting up on couch. "Everyone was quickly covered. I saw Mystique freed from your webs, but she was carried out like your friends. I am assuming she was knocked out from spider bites. I was bitten several times, but I remained conscious. The spiders crawled into my mouth and prevented me from breathing." She looked directly into Peter's eyes. "I asphyxiated."

"But you're healed now?"

"Yes. It took several minutes for the oxygen starved parts of my brain to resume their function. Until then I was an anim-"

"You were acting on pure instinct" Peter cut her off. He caught a bit about her past from Logan from time to time, and the last thing he wanted her to feel like was some fetal creature. "It happens sometime. Remind me to tell you how I dealt with Morlun once."

"Right" if she was grateful for the distinction, she didn't show it. Grabbing a nearby waste bin she hurled blood, bile, chunks of meat, and bits of bone. Afterward, she looked completely fine, except for the new hole in her suit that still covered her modesty. "What do we do now?"

Peter shook off the horrified look off his face. If she was better it was best not to dwell on it. Just remember next time. "We have to find everyone. MJ's injured and probably needs a hospital."

"She was fine." Peter swiveled his head directly to Laura in hope that was immediately dashed. "Whatever happened, it appeared she was apart of it."

"What? That's impossible" He ran through the entire incident through his mind. It looked like Mary Jane, but she was covered in blood. Was he mistaken? "How was she apart of it?"

"When the spiders swarmed, she was standing where your friends had laid her. The spiders avoided her to cover the rest of us and carry the others away."

Mary Jane? Allied with Venom or some lookalike? Apart of some plot? Unless...

"That wasn't MJ."

"Does she also have spider abilities?" He shook his head at her question, "then I would assume she is not your friend. She smelled like you."

Like him. Aside from a day during Spider Island, she didn't have spider superpowers. So someone used a stand in to send him on a wild goose chase so they could grab everyone except Laura.

But why not her too?

So she could track them and lead him directly into a trap. Or maybe they thought they had actually killed her and left a useless corpse to mess with him some more?

But who would use swarms of spiders to mess with his head. Standing from his seat he walked across to a window near the couch. Running through faces and options in his mind, he kept coming to the same conclusion. "What do you know about totems?"

"The definition?" From anyone else, he would have taken her answer for some quip. She was completely serious when she asked.

"No" He sighed and began. "Awhile back, someone came up and planted this crazy notion in my head that the spider that gave me my powers was magic or something."

Looking at Laura, he could see her attention solely on him.

"I'm a bit of a scientist, so I ignored him for awhile. I know what happened. An irradiated spider bit me on the hand and changed my DNA. But this man insisted that it gave me more than glow in the dark genetics." He paused and held his hand in remembrance.

"And after that, strange things started happening. Magic creatures, people with stolen mystic symbols, even Norse gods. These things are kind of outside my expertise. And the man came and asked if I believed yet." Peter sat on the arm of the couch, facing the center of the room. Laura's attention never wavered.

"I slowly started coming around to the idea that there was something more. I was skeptical until a magic spider-wasp thing attacked me. Whatever I believed, there were scary things out there that KNEW I was this "Spider-Totem". So I took the responsibility and stopped these things from hurting innocent people."

With a sad grin, he continued his story. "Then the man who had been helping me tried to feed me to a giant archaic spider thing. But at the last second, he took my place and I was alone again with no clue what to do or how to continue."

A pause and a deep breath. "I put it out of my head. Magic or not, I still had to do what I could. I got a bit of a power upgrade before I joined the Avengers. I didn't think anything of it. You stick with the hero biz as long as I have, and your powers change from time to time."

Laura nodded in understanding. These things happen.

"Then I started having black outs. I was loopy and irrational and I didn't know what was happening. By the time I got tests done", he turned to Laura with a smirk, "they said I was dieing and there was nothing anyone could do."

His audience didn't look shocked. These things happened too.

"So I put my affairs in order. I took care of everything and I just waited with my loved ones. Then Morlun came." He chuckled a bit. "Remember when I told you to remind me about him? Here's what happened."

A pause for dramatic effect. "He kicked my a**". Laura didn't comment but Peter swore the corner of her lip raised a millimeter or two.

"He thrashed me and completely out classed me at every turn. He even ripped my eye out and ate it." Here, the young woman had a small look of shock on her face. "I know right? I was laid up in the Avengers tower wondering what else was going to happen. MJ stayed with me the entire time."

His happy smile at the memory of the redhead was quickly replaced with a grim frown. "Then Morlun showed up again like a bad trading card. I don't know how he slipped through the defenses, but he was right there while I was bed ridden, looking to finish the job. Mary Jane put up a fight but she was no match for him. When it looked like she was finished," a small shiver went up his back, "I snapped."

Standing up he walked in front of Laura and looked her directly in the eye. "Pure instinct kicked in. I saw red. I barely remember what happened except for the feel of my stingers in his body and my teeth ripping out his throat."

Peter folded his arms and looked up, lost in thought. "The last thing I remember is her face. Then I died I guess. I went on some kind of spiritual spider quest, I won't bore you with the details, and woke up naked, under a bridge, climbing out of a web cacoon. I made my way back to the tower, and after a battery of tests, they were positive it was me. But that wasn't the end of it."

His hand stroked his chin in contemplation. "My "other", some shadow of what I could have become I guess, broke in and stole the skin I had shed that we picked up from my cacoon and ran off. It went into hiding while I discovered my new bells and whistles. Later, I found it in the form of a woman named Ero and she was trying to eat my friend Flash for her babies. Or his tantric energy? I don't know, I wasn't too clear on it. Anyway, I stopped her and life went on."

He held his hands in front of him and began counting his fingers. "The Registration Act. My unmasking. The Civil War. My defection to Cap's team. Things were hectic for awhile. And somewhere in between, my aunt was shot."

He walked back to the window to look into the New York night. This time, Laura stood up to join him looking out.

"It happened because the bad guys knew who I was. I think they targeted Mary Jane, but I grabbed her out of the way and May took the hit. It doesn't matter how it happened, it just did. All because I gave up my secret. Well, I had to change that."

He turned and leaned against the wall by the window with his arms crossed. "I contacted a few people and got it set up. Magic and science were going to help me get my identity back. But it needed a power source, and something to tie it to me." He tapped the blood covered spider on his chest. "My mystic powers. I gave those up to power the spell, and connected the spell to my being. I would have given all my abilities up, but it only needed the Spider-Totem abilities. I assume my original power set was given to me by science and I grew into the totem part somehow." Peter shrugged his shoulders in indifference.

"The spell worked and I was anonymous again. From there you can figure out what happened if you follow the news." He turned his back to the wall and hopped his feet to stick on it. "The thing is, a few weeks ago, I went to Doctor Strange to talk about a curse or something. He found some kind of 5th demension parasite that was stuck to me, we believe since I gave up part of my powers."

Peter grew more animated with his hands, still struggling to comprehend what had happened. "It was drawn to me because I denied a part of myself. And since I was a strong totem or something, it found a buffet it could feed on. But the thing with Ock rattled it and it overplayed it's hand. Doc Strange got rid of it and I figured everything was hunky dory."

Another shoulder shrug and he continued. "But what he told me after, the spell that made everyone forget had broken months before. So if the power wasn't fueling the spell anymore, what happened to them?"

Laura was silent for a moment, watching the man sitting on the wall. "So you have these abilities again?"

"Dunno" Peter steepled his hands, elbows on his knees. "I haven't tried. I'm not sure I'm ready for it if they're back." He changed the subject. "Can you track our friends?"

Laura shook her head. "Everything is covered in the smell of spider. I can not pick their scents out."

"Can you track the spiders?"

She shakes her head once more. "The group of spiders swarm in a full circle. I can not be sure where the others have been taken."

Ah. So she did try to kill Laura. Must have thought that she would have been useless and a dead body would have rattled him some more. That was her mistake.

"Ok" dropping down from the wall, Peter's hands clench and release in anxiousness. "Ok, ok, ok. We need a way to find them."

Laura's eyebrow raises. "Do you have a way?"

"Maybe. I- I haven't tried it in awhile."

"Your totem powers?"

Peter swallows a lump in his throat. "Yeah. If I start using them again, I don't know what could happen."

"Will you use them responsibly?"

Peter's head shoots directly in her direction. "What?"

"It is something Logan had asked me before he passed. He mentioned he wanted me to take his identity if anything happened to him. I was not sure what I could do. I expressed... doubt, that I could live up to the name. Then he asked me, "would I use it responsibly?"

"The Wolverine name has power. I wear this costume, he wanted me be responsible with that name. It is-"

"It's your totem" Peter filled in for her. "You draw strength from it. From him, right?"

She nodded her head.

"He wanted to pass along a bit of himself to you", Peter surmised. "He wanted to watch over you. And, he wanted you to be prepared I think."

At her questioning look, he continued. "The Wolverine name has power, but also danger. I think he wanted you to be careful too. With great power-"

"Comes great responsibility." Laura finished for him with a small smile. "I have heard Logan say that before."

"Right" Peter smiled back at her. "Ok. I can do this."

Laura watched him walk back to the window and place his hands on each side of it. Leaning toward it, she could see tense lines of concentration on his face. She found she had a new sense of understanding of the hero. Logan had spoken highly of him, in private of course, and she's found herself not hating him as much as she once had.

She was shaken out of her thoughts by him turning towards her saying he's found their trail.

"How could you find them?"

Peter wiped the fresh sheen of sweat from his forehead. "I listened to the spiders. They told me a small group of people were being dragged northward. We just have to narrow it down. I can listen more later, but we have to move."

Switching out canisters on his web shooters, Peter fired a net over the front door.

"We're lucky no one has come about the noise."

"I would assume", Laura started, watching him move around, "that the spiders have probably scared the other residents and they will not leave their homes for strange disturbances."

"Probably" Peter agreed. Pausing by the strange box he had received, he placed it on the floor and webbed it down. "This new web formula will hold for about 24 hours. Hopefully by then we'll have this taken care of. Then we got to talk about this box thing alright?"

"Agreed" She told him. "Are we ready to go?"

Peter looked down at his suit, half covered in her blood, and his mask and gloves thrown to the side. He paused and looked toward his room. "Let me slip into something a bit more comfortable then we can head out."

A quick costume change and Spider-Man, with Wolverine holding onto his back, left through the skylight heading north. "I got your number now Ero", the web-slinger said to himself under his breath.

"Let's get dangerous."

Wolverine didn't know the tune Spider-Man started humming to himself.


	13. Chapter 12

"Is he strong, listen bud", the dark figure of Spider-Man landed in front of the seemingly deserted warehouse. "He's got radioactive blood. That's kind of catchy."

3 stops to listen to the local arachnid population, and he found the location of his friends. He hoped anyway. Listening to spiders wasn't an exact science. Yet, anyway. Maybe he should talk to Pym about it?

Quick check of the front doors and surprise, surprise, it was locked.

They haven't made a common warehouse door that could keep out Spider-Man!

Simply twisting the knob clean off, Spider-Man cautiously entered.

It was the standard warehouse/trap setup. Dark shadows, little light through the windows, and the strong smell of disuse.

"Alright Ero, I'm here", he called out into the darkness. He swore there were figures dancing in the darkness.

"Yes you are", Spider-Man nearly jumped out of his skin at the sound. Turning around, he thought he was standing in front of Mary Jane. But without the blood, he could tell the difference between them.

This woman had several healing cuts, clean and straight, almost surgical looking. Looked like someone had taken a scalpel to her.

"Ero" the hero tipped am imaginary hat to her. "Howdy. You're looking a might bit better after I saw you turn into bird chow."

"Yes", Spidey was rewarded with a slight cringe, but she covered it quickly. "You've fallen right into the trap."

"Of course", Spider-Man replied, keeping all his senses open for attack. "You got my friends. And Mystique. I came here to get my friends back. And Mystique. You didn't leave me much of a choice."

Looking at her face, he felt confusion at the tears welling in her eyes. "Not me you foolish little hero."

The shadows around them seem to come alive and move like a dark ocean. Light started spilling from above him, and taking a quick glance, he noticed the lights were on the entire time. The bulbs were covered with spiders, spiders that were slowly moving around.

The new light cast around showed the moving shadows were large masses of arachnids. Thousands, maybe millions of them.

"Him", Ero's word had the hero turn to her. Following her glance, he saw a dark humanoid shape in the pile of spiders.

It was tall. At least a foot taller than him. And dressed in the Venom suit he was chasing earlier. But this wasn't Venom.

"Finally time to end this, huh dork?"

Spider-Man knew that voice. The young Peter Parker knew that voice.

"Carl?"

"Yeah nerd", the black suit peeled away from Carl like a second skin. Chitin flaked away and revealed the Carl King he remembered tormenting him from his youth.

"Picked up a trick or two?" Spider-Man attempted to draw him into conversation for a few spare minutes.

Carl King? He got fried years ago. Unless his consciousness escaped in one of those spiders.

"Yeah. Spend a few years as a magic spider, you learn a thing or two", his change back into Carl King was complete. "Unlike you, you dork. Was this spider guy since highschool, and haven't learned a d*** thing."

Moving away from between Carl and Ero, he got them both in his line of sight. "I know a thing or two about a thing or two. Why? Gonna beat me up for the test answers again?"

"Please. You're gonna give yourself over to save your friends", King crossed his arms in smug satisfaction.

Ero had not moved an inch since she revealed the mastermind behind this.

"Yeah" his mind raced for a solution. "I'll get right on that. How'd you get Ero wrapped up in this?"

"Her?" She flinched slightly from Carl's voice. "Found her in the bird house where you left her."

These spider guys. Got to get rid of ALL of them or they come back.

"Like I said, you pick up a thing or two", the smug tone of his voice never left. "It's me Parker. I'm the Spider. I figured out how to stick her in a human body. She's like you. Completely human with spider powers."

A sinking feeling developed in the pit of his stomach. "Good for you. You're the Spider. Happy? What's it got to do with me?"

"Haven't figured it out yet nerd?" Carl gestured around to the spiders surrounding them. "My power in your body. Need to hit the gym a bit to build up your scrawny shape, but I'll have time. Then", he leered at the hero. "The world is mine."

That's what Spider-Man guessed. What's with things wanting his body lately? He hasn't even had a date in months.

"Where is everyone Carl?" He assumed they were buried under the spiders, but where exactly?

"Everyone? Well here's some of them." A movement of his hands parted the mass of spiders on the nearby wall. Matt, Elektra, Mystique, Jennifer Walters, and...Miguel O'Hara? The five were bound to the wall by some webs. He had been shopping a bit more than Spidey had suspected. Why Jennifer though?

"And here's the rest", the smirk on Carl's face turned vicious as more spiders moved and some more people appeared standing around Carl. A smaller him in his classic red and blues. Some girl in a red and white spider suit. Another girl, in shifting blues and reds, like a symbiote. Another classic red and blue, but on the body of a woman. And a red and black male he hasn't seen for awhile.

"Kaine?"

"R-run Peter." Kaine growled out the best he could.

"Kaine? That's a stupid name", Carl piped up again. "He's been fighting me since he showed up. But I control all spiders Parker." King gestured in his direction. "Even you."

Spider-Man felt the almost undeniable urge to get on his hands and knees in front of this guy. Something twitched at the back of his head. It was Carl King's will, imposing on his own. The mask shook off most of it, but it didn't hamper his other senses. So Carl's decree came through to his brain. He ignored it though.

"Nice try Carl", he crossed his arms and tilted his head at the guy. "Can't get a date the normal way so you resorted to mind control? That's just sad man." He ended his retort with an audible "tsk, tsk" sound.

His infamous attitude to serious threats finally got to Carl. The bully's smug expression turned to outrage.

Two sudden streams of spiders shot toward the hero to grab him.

Even without warning from his Spider-Sense, he was no longer there. Crouched above his trapped friends, he knocked on the walls around their heads appearing to try and wake them up.

Looking in the direction at just the right time, he narrowly avoided attacks from two of the spider kids. He figured Carl was blocking his Spider-Sense somehow.

How could he fight his way out of this?

Carl had gotten a LOT stronger in the spider side of the Force since they last squared off. And he could control spider people now too? This was totally not fair.

Trusting instinct more than anything, as soon as he touched down on the warehouse floor, he sprung up to the other side, just being missed by the other kid and the "Spider-Woman".

"Touched a nerve Carl?" Spider-Man quipped in mid air. Landing on another wall, he faced the villain. "Guess what all the cheerleaders used to say about you was true huh? What did Liz used to call you?"

Carl shouted in rage and three more spider tentacles shot at him. He made it to the ceiling and used a web line to lower himself in the middle of everyone.

"Quick Draw ?" Spider-Man said with a hint of poison in his voice. This was amazingly therapeutic, making fun of his old bully. And he might get to slap him around some, so there's that to look forward to.

Apparently, rehashing old highschool wounds wasn't the best idea. He was quickly covered in a wave of bodies and spiders. Several light punches were replaced with Carl's heavier fists. Not the worst he's taken, but he'll feel those in the morning.

The beating stopped and Spider-Man found himself being supported by Ero and Spider-Woman. Kaine was down on the floor covered by the teenagers. Carl stood in front of him, viscous grin on his face again.

"You lost nerd. I'm tougher than you, I'm stronger than you, and I got your friends on my side." The bully had his arms crossed in front of him.

He needed to buy more time.

"So Carl, you got me", his hands waved around at the wrists, his arms held by the ladies at his side.

"And I bet you're wondering how I did it too?" Carl shot back.

Sometimes it was too easy.

"I built my strength back up from the last time we fought. You know the score, homeless, drunks," his grin got extra creepy here, "a random child from time to time."

Carl started swaggering back in forth, secure in his victory. "I forgot who you were for awhile there, but the spiders reminded me. Puny Parker was Spider-Man. You could have had everything, but you played hero."

Carl's glare found him again. "That octopus dork had the right idea, but he went all noble and you came back." The bully shook his head in disgust. "You had money and women and fame, but you gave it all away." Punching him in the gut suddenly, Carl continued. "And people called me an idiot."

A glance at the hostages made him get their attention quickly. "So that's what all this is about? You still haven't gotten over me being bitten instead of you?"

"IT SHOULD HAVE BEEN ME!" Carl's voice shook the walls. The hordes of spiders, and the mind controlled captives seemed to visibly shrink at the noise.

"I SHOULD HAVE BEEN THE SPIDER! I SHOULD HAVE HAD YOUR LIFE!"

Spidey made a pshaw noise that got Carl's attention. "My life? All this has been about living my life?" Standing as straight as he could, he glared at his former bully, no longer feeling a single bit of fear of him.

"You had the perfect life!" Carl strived to get him to understand. "You were just too STUPID to do it right!"

Momentarily forgetting the plan, Spider-Man started connecting the dots. "Oh my god. You want my life? MY life? Do you know what I've been through?"

Carl stopped and gaped at him in surprise. The bully was cut off before he could start.

"You're a d*** idiot! The trouble, the psychos, the drama? You think you could handle all that? You nearly snapped when Flash picked on you. Jessica Jones bumped into you in the hallway by accident and you brow beat her almost to tears! You think you could stand up to the Green Goblin, Doctor Octopus, or the flippin Lady Stilt-Man?"

He shook free from his captives, and they didn't try to grab him again. He had Carl rattled enough he didn't concentrate on his hold. Time to push it.

"Who in the world did you get your revenge plans from, White Rabbit? Frog-Man?"

"You didn't see me coming!" Carl tried to get his confidence back. "I outsmarted you for once Parker, admit it!"

"You stalked me for months and kidnapped my friends! You're a dime store Chameleon, running around in other people's clothes!"

"I had you!"

"You sucker punched me! Distract me with a pretty face and grab hostages while I'm not looking? That's Villainy 101. What, did you forget to beat up some innocent kid for that particular assignment?"

"You didn't even figure out I was behind the money!"

Spider-Man paused mid rant. "What money?"

"Ha! You had your patents! I figured out how to move the money to where you wouldn't get any of it! I made you homeless!"

His inventions! He had... "I completely forgot about those."

"See Parker? Like I said, I had you!"

"I FORGOT I had them!" Spidey crossed his arms in pity. "Not everyone thinks about fame and fortune like you do Carl." He shook his head. "It's kind of pathetic."

"What?" Carl growled. He watched as Spider-Man walked a circle around him. Piles of spiders shifted and avoided the hero's feet.

"All this time and energy, just to lure me out. The half baked mind games, and juvenile deception."

He stopped on the opposite side of Carl. "Ok, so I figured it was Ero. Big whoop, she has an excuse, she's not human. What's your excuse Carl?"

Carl's anger was pretty much at Hulk level, Spider-Man noted. But nothing in the warehouse showed any reaction. The spiders no longer quivered at his rage, and the people...

"Face it Carl", Spider-Man had an obvious smirk under his mask, "you're still a bully and a loser who won't use his brain."

"I'll rip your d*** head off!" Carl bellowed and started to stomp toward the hero before pausing and looking down at his chest.

Two stingers poked through, one dead center, and the other through the heart area. Once the stingers were retracted, Carl slumped over revealing the Scarlet Spider to Spider-Man.

"Took you long enough", Spidey told the other man. Looking around, he could see the others on the ground shake out of whatever they were under.

"Yeah well", Kaine crossed his arms over his chest, "fighting psychic spider control isn't as easy as it looks."

"I hear ya. Speaking of which", the black suit Spider-Man picked his foot up and slammed it into Carl's head.

Kaine was in shock, until Carl's head shattered like an eggshell.

"He knows how to make some kind of exoskeleton in the form of people" Spider-Man informed the other.

Kaine looked around at the large group of spiders, sitting ominously around them. "So where is he?"

"Anywhere." Peter commented before the spiders drew together and formed a large humanoid figure. Growing larger with more spiders, a dark, monstrous voice called out, "I! AM! EVERYWHERE!"

"So I'm guessing he's somewhere in there", Spider-Man quipped before two massive fist like objects slam where him and Scarlet Spider were standing. The two Spiders jumped avoided the fists and the sound knocked the cobwebs out from the other's heads.

The 7 on the floor scattered around, watching the giant monster. Monster Carl slams around, failing to catch any of the speedy heroes. Pausing, the creature lumbered towards the captives strung up on the wall.

Carl reached back a massive fist to strike his captives, but was stopped by seven strands of webbing holding it back.

Removing a hand away from his line, Spider-Man touches his hidden communicater in his ear under his mask. "Subtlety is blown Wolverette! Get them out now!"

Monster Carl watches his victims fall backwards with the wall as a section is cut out with various energy and tools.

Outside the wall, Wolverine, Iron Fist, Luke Cage, Power Woman, and Misty Knight lowered the wall and freed the hostages.

"Sweet Christmas!" Luke yells finally noticing the monster creature.

Power Woman steps up and flashes a badge. "We're the Marvel Knights! You're under arrest!"

Monster Carl screams in rage and turns back to the Spiders inside.

Scattering again, the Spiders watched the monster pause and scream. Spider-Man tensed for an attack, but spotted the others fall to their knees and hold their ears. A psychic spider attack!

"Stop it Carl!" The hero calls out to the monster. "You're killing them!"

His momentary pause allows the monster to grab him and slam him into the roof. In his daze, he doesn't notice Carl hold him in front of the thing's "face".

"Now Puny Parker", Carl's monstrous voice echos all around the warehouse, "now I win!"

A stream of spiders erupt out of the monster's face, smothering Spider-Man. Carl's original method of attack was getting into someone's body and eating them from within. The bully also mentioned finding a way to bind Ero to a human body, and had plans to take Spider-Man's as well.

Well the body snatcher had a surprise in store.

Carl paused his attack when he figured it wasn't working like it should. Parting the spiders in his hand, the monster tried to get a clear view.

Instead of the weak flesh of the nerd, there was some kind of red and blue armor under the black suit.

"Surprise!" Spider-Man flexed his muscles and, combined with the monster's shock, broke out of his spidery coffin.

In the air, he whipped a web-line above him and swung out of Carl's next grab.

"Like it?" Reaching the rafters, he cartwheels to the next one, and swings under and away, avoiding several shots of spider projectiles.

"Something I've been working on. Binding some self regenerating unstable molecules to a form of "web metal" I developed awhile back. Topping that, individual receivers developed from Pym technology are fitted to each individual molecule. These receivers are specially tuned to MY personal Spider-Sense, using some tech I use for my spider tracers." Rattling off details, Spider-Man almost casually avoids each swing and blow of the giant monster in the cramped warehouse.

Looking down, he can see Kaine helping the others exit the building. His distraction and patented annoying techniques are working to break Carl's concentration.

"Each molecule holds a set of tiny legs, meaning, through my Spider-Sense, I can control their movement, kind of like you controlling each individual spider." Dodge, leap, rebound, and ramble.

"But how do I power it? Glad you asked." Jumping away from the future crater location, he ricochets against the wall and to the rafters again. "I'm really proud of this one. Special molecules in the suit are instead designed to absorb a multitude of energy sources and distribute that energy throughout the suit. Which gives it this cool blue glow occasionally."

Scarlet Spider gave him the thumbs up, so Spider-Man decided to stop holding back.

Jumping down to the floor in front of Carl. Spider-Man retracted his mask, leaving Peter Parker staring at one of his boyhood bullies. "How did it come to this Carl? I never wanted to fight you. Hell, even Flash and I get along now. Why couldn't we have settled our differences back then?"

The nearly insane with rage monster bellowed before sending his entire swarm to Peter's unprotected mouth. "IT SHOULD HAVE BEEN ME! "

"Maybe Carl", Peter waited till the last second, then his mask formed back over him. "But I'm not the Spider", the swarm of spiders covered every bit of light Spider-Man could see, except for the blue glowing of his suit.

"I'm the Spider-Man."

Erupting in a blur of motion, Spider-Man shot straight through the spider monster and zoomed to the nearest support beam that wasn't already hit. Breaking it with ease, he zipped across to a wall and demolished a small part of it.

The monster was barely reforming by the time he was done. Standing in the hole the hostages were freed from, Spider-Man looked back to his former tormentor with pity.

Watching till the building began collapsing, Spider-Man leapt backwards, using a lamppost as a springboard, and twisted in midair to land in front of the assembled heroes.

The building collapsed with everyone watching for any signs of escape. Once the building was down, they all began questioning him, but he ignored them all.

Stepping close to the debris, Spider-Man reached out with his senses. He could feel all the spiders that survived. He held up his hands and spread them like he was opening a curtain.

The others looked in awe as thousands of spiders left the area under the collapsed building. Once the spiders left, Spider-Man approached the ruins.

The others watched him make his way to the center of the former building. Scarlet Spider had some idea of what was happening and he leapt to his brother's side.

Spider-Man acknowledged Kaine with a nod and lifted a large piece of the roof and tossed it away like a paper ball.

In the center, lay a large spider, the size of a house cat. It's legs twitched and spasmed, and it made a horrible screeching sound when it noticed the two standing around it.

"This him?" Kaine asked, remembering as well as Peter the bullying he had received.

Spider-Man didn't say anything, just nodded in response. He ran through his options in his head, keeping an eye on Kaine just in case.

To his surprise, the Scarlet Spider turned to him. "Want me to...", Kaine left the question open, but did pop a stinger out and tipped his head to the twisted body of a twisted man.

Spider-Man almost said yes. There was no telling how much life Carl King had snuffed out. But he couldn't let it happen. It just wasn't in him.

"No", he told the other man. "I'll call Reed to pick him up, maybe he can help get him back to normal?" He didn't believe there was a way to help him, but it was better than the alternative.

"Right" Kaine left it there and his stinger retracted.

Turning back, Spider-Man found a gathering of heroes watching him. Some old allies, some new faces.

"Time to face the music", Spider-Man started walking to the others.

Kaine grunted a reply and bound the spider creature with his web.

"So, the Marvel Knights? That's the name we're going with?" Spidey quipped, hoping to ease some of the tension.

"It was Jess's idea" Luke Cage told him, then was jabbed in the ribs by the woman.

"It tested well, and it distinguishes us from the regular boys in blue", she told everyone, what sounded like the hundredth time she's had to do so.

"Heh. I kind of like it", Spider-Man smiled under his mask. "So we're in business now?"

"Not yet", the calm voice of Danny Rand spoke up. "We were just trying it out."

"And besides", Misty piped up, "you're not official. Not the red and blue you anyway."

At Misty's comment, everyone looked at his new suit. It resembled his original, but more metallic looking. And the blue glow, sometimes flashing at random, seemed to be primarily around the spiders on his chest and back, and his eyes.

"Nice look web-head" Luke commented.

"Much better than the spooky one" Jessica added.

Peter smiled under his new mask. He liked this one better too.

"So, everyone ok?" Spider-Man looked at the hostages and the other spiders. He noted Mystique went missing at some point. No matter, he can find her later.

"Looks like it. Though, who are the new group ripping your style?" Luke questioned.

At this point, Kaine approached with a wiggling web sack over his back. "It's a long story."

"Ok" Luke frowned at the newcomer. "Then can someone tell me what in Christmas happened here?"

Eyes turned to Spider-Man. He shrugged and lifted his arms in a what can you do expression. "It's a long story."

Vol. One: End

This ends the first arc of my story.

Peter is back in red and blue with new toys. His new job is starting soon. And the hero community seems to be coming around.

Kaine is back with his entourage. Who are these mystery Spiders? I'm sure you can guess most of them already.

I left a few dangling threads, and I will get to them. After this, I'm taking a small break on this story. But I will write a few short stories that are set between the arcs. I just don't know when they'll be put up.

Expect a few changes for the next arc. Nothing stays the same in Spider-Man's world for long.

If anyone has questions or suggestions, I'd love to hear them. I'm still shocked by the amount of support I've received for this.

So, I hope you enjoyed the story so far, and that you all will be entertained by what comes next.


	14. Chapter 13 Short Stories

-After the Fight-

Spider-Man waited until the others left before he asked the important question.

"Who ARE you people?"

In the somewhat privacy of a nearby rooftop, four of the eight spiders removed their masks.

Spider-Man was only slightly shocked, expecting something like this to happen.

Standing before him was a younger looking version of himself, the Spider-Girl from an alternate future (he had teamed up with one once) and a short haired Mary Jane.

"Um", the one he didn't recognize, the young woman in the red and white, began, "that's Peter, she's May, over there is Mary Jane, and I'm Jessica."

Turning to look at Kaine, the man in red and black shrugged. "I was trying to make my way back here. Occasionally I'd find someone who needed help and I'd offer them to come with me."

"Ah" makes sense. He would have done the same. "What's your story Miguel?"

The Spider-Man from 2099 removed his mask. "Same as the others Parker. My world was about to come to an end." Miguel nods his head toward Kaine, "he showed up and helped me get out."

"Sorry to hear that" Spider-Man said sympathetically. "So what now?"

The group shifted uncomfortably and eyed Kaine. "Well, we thought you would put us up for awhile."

"What?" Spider-Man sputtered, "I share an apartment. I don't think the 8 of us can fit in my room."

"But, you had a company?"

"HAD a company", Spider-Man pinched the bridge of his nose through his mask. "It's a long story."

Four voices began to question, complain, and speculate. Spider-Man half ignored them and looked to Ero, standing just outside the group silently.

He spoke up above the noise, "what are you going to do now Ero?"

Her rather pretty, but scratched, features turned to confusion before she spoke. "I don't know. I've been placed in this body by that "man". He just abducted some woman who resembled Mary Jane just to play his pathetic mind game."

Spider-Man heard the other MJ ask someone if they were together in this world. He'll have to talk with her at some point.

"But", Ero continued, "he never knew the consequences. This woman had a life. She had feelings and dreams." Ero let her tears flow. "She had a family. Now she's gone, and I'm stuck with her face, her memories and emotions, and I don't know how to HANDLE IT!"

Her loud cries startled the rest, but Spider MJ jumped up to put a comforting hug on the distraught Ero.

Kaine nodded his head, coming to a decision. "Ok Peter", if he noticed the teenagers react to the name, Kaine didn't show it. "I can find a way to put them up for a few days, but after that it's on you. I gotta find someone soon."

Spider-Man opened his mouth in protest, but closed it quickly. He was the "Spider-Man". Spider problems were what he was supposed to deal with.

"Alright", he said with a sigh. "Give me a few days, then we can pick this conversation up again."

Kaine nodded and began rounding up his group, grown by one from the addition of Ero. Once they were in the air, Spider-Man facepalmed himself.

"How am I gonna figure this one out?"

-Bad News-

After working out where everyone else was going to stay, Peter met up with Matt and Elektra at their apartment.

Seeing the condition of their home, they decided to put it off and get some well deserved rest.

They got up sometime in the afternoon, and were cleaning things up.

Peter picked the "box" off the floor and put it back on the table.

"You ask Laura about that?" Matt asked, lugging a half full sack of trash.

"She wanted me to wait a bit", Peter replied, sweeping up some degraded web remains, "said she needed to check in with a few people immediately. Then she'll swing by and take a look."

Matt nodded and held the bag open while Peter dumped his trash.

Elektra picked up the phone and answering machine off the floor and placed then back on the table where they were knocked off at some point.

Noticing a new message, she pressed the button.

"Ah yes, greetings and salutations."

At the voice of Hank McCoy, Peter and Matt paused to listen.

"I've run the tests our mutual friend requested."

The voice paused and took a deep breath.

"Now, I don't know how to approach this delicately, so I will merely speak as I know how."

Out of the corner of his eye, Peter could see Matt walk up and place his hand in hers.

"The male sample that was delivered, I can find no reason why he cannot produce a happy and healthy offspring. All my tests for mutations and such came back negative." Hank's voice ended the sentence pretty upbeat.

Stealing a look at the couple, Elektra's face could have been made of stone.

"As for the female's", Hank's voice took a somber note. "I've had some experience with the Hand's resurrection techniques. The female sample appears to have been a candidate at one time or another."

Peter could see her knuckles turn white holding Matt's hand.

"As such, I can hypothesize with the upmost accuracy, that because of her death and rebirth by the Hand", Peter tried to prepare himself, but he still was not ready for the bombshell.

"The female provider of this sample is most likely barren." Everyone's face froze from shock of the announcement.

"I apologize for being the bearer of bad news", before Hank's voice finished the sentence, Elektra had already retreated to the bedroom, Matt following right behind her.

Peter was left cursing how life could hand you a victory one night, and utter defeat the next day.

"Beep! End of messages."

-Spider-Man and Squirrel Girl's Totally Awesome (Happening Off Screen) Team Up! Epilogue-

A demensional rift appears above a New York skyscraper.

Out of the portal, Spider-Man leaps out. On landing, he turns and waits for his temporary partner.

The cheerful face of Squirrel Girl is followed by the rest of her and several dozen squirrels before the rift closes.

Spider-Man watches in amusement as the squirrels chitter and rush to the stairwell.

Spidey gives them a hand, shooting a web-line at the door and pulling it free from its hinges.

"They say thank you" Squirrel Girl tells him, as the squirrels race down the new opening.

"I just wish I could see the faces of the people below us when they see that herd" Spider-Man chuckles before checking his phone.

"Huh. We've been gone about 5 hours here" He informs the younger woman.

"And it's been 5 days there!" She replies with her boundless enthusiasm. "I told you we wouldn't be gone long!"

"Yeah well", he shrugs his shoulders, "I've been burned by time relativity before."

The young woman nods as the last of the squirrels clear out. The silence grows tense as the two stand there, not looking at each other.

Finally, the heroine speaks, "oh! Thanks for your help. It probably would have taken me twice as long to knock the prince's uncle off the throne by myself."

The web-slinger chuckles, "yeah I'm sure. No problem, it's what I do."

She lets out a shaky breath, "yes! Yes you do. Ha ha ha. And... sorry, about the awkwardness..."

"Oh", Peter was glad he had his mask on, or she would have seen his face practically glow in the dark. "Ye-yeah. Don't worry about it."

It was like a dam burst open when she spoke next. "I'm sorry! It was just the situation, and I thought that army was going to get me, and you swoop in and bam and wham and slock!"

"Slock?"

"And, and, I was like, wow! And I don't get saved very often. I'm usually kicking butts and eating nuts."

"I've heard."

"And when you saved me, I got a little wobbly, and I just blurted out that stuff."

Spider-Man just waved her off, "yeah, it's ok. Daredevil told me you did the same thing with him awhile back".

It did little to comfort the young woman. "Oh my gosh! He told you? Oh man..."

Spider-Man could admit that she looked pretty cute, big teeth nibbling on her lip in worry. There was a problem for him though.

"Look Doreen-"

"I'm too young", Doreen Green, the Squirrel Girl cut him off.

He sighed. "Yes, a bit." He interrupted her before she could say more, "but that's not the only reason."

"I've", he motioned to himself, "got a lot, a LOT, of problems. I'm in no condition to hook up with anyone right now."

Squirrel Girl giggled slightly, "yeah, I've seen the news."

Spider-Man grinned through his mask. "Yeah well, I'm working on it."

Spider-Man straightened up, and Doreen could swear a ray of light fell straight on him.

"You're an amazing woman Squirrel Girl", he walked to the edge of the roof. "Don't waste time on some fling. Trust me. Find someone you can be with and don't let them go."

The wide eyed woman nodded. "I- I will."

"Cool", Spider-Man's smile could be seen through his mask. He gestured to the city. "Need a lift?"

"Nope!" She seemed to get her old energy back. "I'm going to head down and make sure all the squirrels got out."

"Alrighty", he crouched at the ledge of the roof. "See you around partner", and leapt away.

Doreen ran to the edge and watched him swing away. "THE SQUIRRELS ARE ON YOUR SIDE!" She called out.

Mid swing, Spider-Man turned and saluted, showing he heard her. He made a turn around the next building and disappeared.

Tippy Toe, the one squirrel that remained, ran up onto Squirrel Girl's shoulder. "That guy's a pretty cool hero."

"Yes he is", she agreed. The two made their way to the stairwell.

-Later-

The elderly woman looked down at what was happening on the sidewalk. She turned to the colorful man standing beside her. "Does this happen often?"

Spider-Man scratched his head trying to make sense of what was happening. A would be mugger he spotted didn't get 10 feet from the lady before a handful of squirrels ran up his leg and knocked him over.

Spider-Man and the victim have been standing there for five minutes watching these squirrels run all over his body, under his clothes, and generally harassing the mugger who was left a writhing mess on the ground.

"Honestly? This is a new one."

-Opening the Box-

Peter carried the mystery box from its hiding place. Laura was sitting at the table where he left her. Matt and Elektra, he had no clue. He's been giving them their space as much as he could.

"Alrighty L, what can you tell me?" He asked and set it in front of her.

"I can tell you do not call me "L"", Laura replied.

"Heh", Peter took it in stride, "well you're wearing your everyday "goth chic" clothes, so I wasn't gonna call you Wolverette."

Laura didn't answer, but popped one of her claws on her right hand.

Peter put up his hands. "Um, I'm sorry?"

Ignoring him, Laura jammed her claw into the keyhole and turned.

An audible click was heard in the apartment and the box cracked open.

Peter was silent for a few moments before summing up the situation. "What?"

"I was there when Logan commissioned the box to be made", she explained. She moved back to allow room for Peter. "He made the lock specially tailored to my claw."

"Ah", he said in understanding. Peter moved in place and slowly opened the lid, ready for anything...

Except a wrapped package with a note on top.

Looking at Laura, her face held the tiniest bit of interest. He picked up the note and read it out loud.

"Hey bub", turning to Laura, he cracked a smirk. "Gee, I wonder who this is from."

He was rewarded with an almost unnoticeable twitch of the side of her lips.

Continuing, "if you're reading this, I finally bit the big one. Don't get all weepy on me, we both know it was gonna happen sooner or later."

Peter sat on the table and sighed. "I know you're some kind of genius kid, but I doubt you cracked this box by yourself. If you did though, track down Laura and give her this note after you're done."

Peter looked at Laura. She appeared perfectly stoic and nodded for Peter to keep reading.

"I can only say this here, and if you tell anyone this, I'll haunt you. You're a hell of a hero kid. I don't know what's going on with this new attitude you got, but I know you'll snap out of it. I've rarely known anyone with half the character and nobility as you. I know you've had it rougher than most, and you keep moving forward, sticking to your morals like few ever have. I respect that, and I'm proud to call you brother."

A sudden gasp drew Peter's attention. Laura was looking at him with awe. It kind of creeped him out.

"And as my brother, you have certain responsibilities. Most of my stuff should have already been divided as per my video will left with the X-Men. What I'm leaving you, is my daughter. Take care of her, and teach her that great responsibility crud you're always spouting."

His hands were shaking and his mouth went dry. He wanted him to watch after Laura? A quick peek at the person in question showed her as shocked as he felt.

"The other thing are these journals. It's my life story. My ENTIRE life story. Everything I've pieced together, every secret people tried to erase, every connection I could remember. Just remember, knowledge is power. Corny I know, but it's true. And this is the most powerful weapon I could hand you."

He stared at the journals and in partial shock, finished the letter. "Take care. Your brother, James "Logan" Howlett." Peter let the letter drop from his hand onto the table.

Peter stood there, watching the wrapped bundle like it was a bomb about to go off. And it kind of was. Logan had been around a LONG time. Who knows what dark secrets he found out?

His shaky hand reached out and closed the box. It locked with a click.

His ashen face turned to look at his new charge, somewhat glad to note that she looked as gobsmacked as he felt.

"So", Peter tried a pained smile. "I guess you can call me Uncle Peter?"

Her face quickly returned to normal. "No."

-Nighttime Meeting-

After discussing it, Peter and Laura decided to give it a few days to relax from the news then figure something out.

In the meantime, Spider-Man had an appointment to keep.

An agile form in pure black leapt from rooftop to rooftop. Silent and quick, the figure made one last jump to the roof with a broken skylight.

Nearly running face to face with Spider-Man.

"Hi Mystique", the hero waved, finishing a hotdog with his free hand.

The figure took a step back, and morphed into the blue skin and white dress of the infamous shapeshifter.

"Peter", the woman greeted with a nasty smirk.

"Yeah", his mask peeled completely away revealing the face of Peter Parker. "Kind of pointless to wear this around you now, huh?"

Mystique stood on guard, "you really do resemble your father."

"I'm sure, Google tell you that?"

"No", morphing into the younger form of the elderly Leni he had seen before. "We've worked together before."

"Ok?" Peter held his hands out in a 'what are you taking about' gesture.

Mystique/Leni gave an exasperated puff of air before shifting back to her normal form. "I was an agent back then. Worked with your parents, Mary in particular, several times."

A bit relaxed, but still on guard, she folded her arms. "It was after a run in with Hydra that Richard and Mary freed Logan."

Peter kept his shock from showing. He never heard this before.

"Your mother was looked at by a doctor and was revealed to be pregnant. Logan was the first person aside from your father to know."

That nasty smile from earlier returned, a touch more friendly, "I had met up with your mother later for coffee, and she told me the news."

Placing her hands on her hips, Mystique looked him directly in the eyes. "She said that if anything happened to them, you would go to Richard's brother Ben and his wife May. If they couldn't take you", she shrugged her shoulders, "either me or Logan would raise you."

Another shock? Wasn't he at his limit today?

"So you're really my-"

Mystique cut him off, "I'm your godmother. I wasn't lying then."

Her smile looked a bit like a shark's. He didn't know if that was natural or if she did that to mess with him.

Peter shook it off, "ok maw maw." He was happy to see the glare she shot at him. "Godmother or not, what do you want with the box?"

If she was surprised he knew what she was after, she didn't show it. "A better question, how did you know I was coming."

The glove on his right hand retracted slightly and he snapped his fingers. On his command, hundreds of spiders swarmed out of every crack and shadow near them and formed a circle around the two.

"I got eyes everywhere", his tone and smile were modest.

Mystique observed the new situation and faced Peter again. "I see. I was coming to retrieve the box to protect you. You don't know what kind of trouble is inside it."

"Ya, I kind of do. Already took a look see", Peter smiled at her.

"You're lying."

"No, I'm not. But", Peter pointed at her, "you're digging for information."

At her silence, he continued, "you don't know what's inside, or how to get into it. You just know Logan left it for me, and you want it."

She took a step back, like she was about to bolt.

"Don't run", Peter held up his hand and closed his fist. The ring of spiders shrank in on them, "I got some more questions "godmother"."

Mystique crouched and the spiders got closer. At the last second, she changed into a large panther and leapt out of the ring. Landing outside, she changed again into the dark form she took earlier and ran and leapt off the building.

Peter dropped his hand and the spiders dispersed. He knew it wouldn't have been that easy.

He'll get answers another day, he had more than enough to think on.

Time to head inside for a well deserved nap.

Police sirens wailed in the distance.

"Gob smack it", Peter cursed. His costume reformed and he took off to fight for Justice.

-Family-

Spider-Man walked into a lounge in the Baxter Building, finding the Spiders that followed Kaine to their universe just lounging around in civilian clothes.

He had met up with them earlier, in a five star hotel. (How Kaine got the money for that and the clothes, he didn't want to know) Together, they all traveled to the headquarters of the Future Foundation.

The meeting between the two groups were fairly humorous. Johnny got rejected when he hit on MJ, and the twins were almost starstruck by this Reed. Sue tried speaking to May, and Ben offered Kaine one of his beers.

Ero, Kaine told him on the way, had left in the middle of the previous night. Apparently, she had left to find some kind of peace with herself. Peter wished her luck.

Miguel left shortly after meeting the FF. He could still use his cover identity at Alchemax, or something. He elaborated on the destruction of his world. Some kind of "time-storm" had appeared, and began obliterating everything. Kaine had shown up almost literally at the last second and got him out. His goal was to find what had kicked off the storm and prevent it.

Spider-Man was fairly surprised to find the female twin was actually a female clone of the teenage him. Creepy.

Their Aunt May was killed months ago by some huge tidal wave, and they were living on their own until Kaine showed and offered to help.

And by help, he meant pawn off on the responsible one.

Still, Kaine DID help them, which was more than Peter expected. He had to stop underestimating his more prone to violence "brother".

MJ was a bit of surprise. She got bit by the same spider as her world's Peter Parker. They were friends, but never romantic. Then her world was invaded by the Phalanx. As far as she knew, she was the last survivor until Kaine pulled another last minute rescue.

Then there was May...

There was an attack on her home by some old Goblin last resort weapon. The only way she survived was by bonding with her sister/clone/symbiote, Mayhem. No one else made it.

She had been living in the dark alleys of New York, dishing violent justice until Kaine arrived. The Kaine of her world asked him to take her, to try and give her something better, somewhere away from her ghosts.

Spider-Man was going to do all she could to make sure May, all of them, got the help they needed. Hence the visit to the Baxter Building.

"It is done", Reed announced, walking into the room with Valeria carry a stack of folders at his side.

"Yahoo! We're citizens again!" MJ jumped out of her web hammock and thrust her fist in the air.

"Indeed", Reed chuckled. He stretched his head to look at the files, then stretched his arms to hand them to the correct person.

"Creepy", Kaine murmured under his breath. His ribs were immediately nudged by Peter's elbow. Kaine glared at the attack, then looked confused when he received his own folder.

"Keep in mind", Reed began, "that it was not easy to set these up, especially under S.H.E.I.L.D's radar. These will hold up under a federal court hearing, but if Nick Fury tries to find out your background, he will eventually hit a dead end."

"So I could get arrested for drinking while driving and be ok", young Peter ventured while looking at his folder, "but try to take over Wakanda and they'll know i don exist?"

"I hope you have more sense than to drink and drive", Reed admonished, "but figuratively, yes."

"Awesome!" MJ held up a plastic ID, "clubs here I come!"

Valeria was the voice of reason, "anyone going to read their back story?"

A general mumble was heard from the group and papers started turning.

"Ok", Jessica spoke up. She pointed to young Peter. "We're twins. Makes sense."

"Yeah. And we're cousins", young Peter pointed to his older counterpart.

"We both got named after our great grandfather?" Peter nearly laughed.

"Meh", young Peter shrugged. "Just call ME Pete. It'll be easier in the long run."

"What? I'm their older sister?" MJ did laugh. "Mary Jane Parker. Still trying to act out old dreams slick?" She teased.

While Peter pleaded his innocence, Kaine spoke up, "we're brothers?"

Peter turned to the confused man beside him. "Yeah, I helped Reed with that. You're a year or two younger, born somewhere in Europe. Due to an attack by a rival agency, mom and dad thought they lost you. You actually survived, and were picked up by another family. Recently, your adopted parents found the evidence of your birth family, and you came home."

Kaine looked at the paper some more. "I was Jack Warren?"

"That's what they named you", Peter pointed out, then grabbed another paper. "Your birth certificate has you as Kaine Parker."

Peter grabbed his shoulder and gave him a gentle shake. "They named you Warren, but you've always been a Parker", Kaine turned to meet his eyes, "it just took you awhile to realize it."

"Th-Thanks". All Kaine could do was nod and go back to reading his papers.

"Cool", MJ's enthusiastic voice drew everyone's attention again. "We're from Canada!"

A few people laughed while Peter turned to May, standing in the corner looking out the window.

Peter approached her, "what do you think of it May?"

"I don't want this", came a faint reply.

His previous good humor disappeared. "What?" He asked in concern.

"I DON'T WANT THIS!" She screamed and threw the folder at him.

Peter didn't even attempt to dodge and the folder bounced off him and scattered its papers on the floor.

Everyone stopped and gave her their attention.

"I don't want to live behind some clever lie! I don't want to have to be on constant guard for staying on my story! I don't want some substitute family!" She screamed.

"And", she took a shaky breath and turned away from him, "I don't want to look into the face of my father and pretend he's someone else."

Some weight in Peter's stomach dropped. He thought they were helping, but he never stopped to ask what she thought of it.

The room was silent before Reed spoke up again, "there may be another option."

"There's a school for gifted individuals such as yourself", he began, "it's fairly out of the city. You would have plenty of people close to your age to speak to. And they can give you the privacy and help needed to deal with any issues you may have."

The young woman was silently weighing her options before shrugging her shoulders, defeated. "Fine."

Reed coughed awkwardly and spoke to the others. "Now let's talk about living arrangements."

-Therapy-

"We didn't talk. Just sat there, drank a few beers, and watched the Mets game." Peter told Emma about the previous day hanging out with Kaine.

"Sounds like you two have made progress", she noted, sounding distracted.

"Something on your mind Em?" Peter asked from across his new table.

"Nothing, I...", she began to tell him no, but something clawed at her mind. "Peter, have... have we met before?"

"Um", Peter scratched his chin in thought, "I've teamed with a lot of X-groups over the years."

"No, I mean, before that."

"I may have fought the Hellfire Club a time or two back then."

"NO!" She half screamed in frustration. "I mean, when you were in highschool?"

Peter looked at her strangely. "I definitely think I would remember you if we met Em."

"I had, not a dream per say", she tried to explain. "Like, a half forgotten memory. Me, younger, before the X-Men. Before the Hellfire Club."

She pointed at him. "You, looking the same but shorter. Barely been fighting crime for more than a year."

"And a girl", she furrowed her brow in concentration. "Young. Shorter. Dark hair. Loved animals. But I don't know who she was."

She was startled by Peter's gasp. He reached over and placed a hand on hers and looked seriously into her eyes.

"I know who she is", his declaration had her at the edge of her seat.

"She is...", dramatic pause, "your conscience. That's why you haven't seen her in a long time."

The look of befuddlement only lasted a few seconds before her features grew cold.

"We're done here for today."

"C'mon Em!", Peter chased her out the front door. "I was only kidding! Em! Emma!"

-First Day-

After the opening ceremony of the Marvel Knights division of the NYPD, Peter was already exhausted.

He elected to stay away from the press conference. Less people who knew Peter Parker was involved, the better.

Steve, I'm sorry, COMMISSIONER Steve, (maybe he can finally get that giant Spider-Signal light installed!) showed him to his new lab, 3 floors below ground.

The large steel door merely said "Science Wing", and opened up to highschool nerd Peter's imagination.

Chemicals, tubes, and beakers. Computers, scanners, and touch screens. Forensics, ballistics, and any other kind of "ics" you could think about. It was all in here.

"And this is all mine?", Peter asked like a child on Christmas.

Steve chuckled. "You think you could run this all by yourself?"

Peter pouted a no and Steve chuckled some more.

"No Peter, your office is over here."

Steve led him to the back and showed him a large, familiar black box.

Peter gaped, "is this?"

"Based on the design from Horizon." Steve filled in. "Total privacy and locks with your handprint."

"Well, there was a way around that", Peter murmured to himself. "What about the override?"

"Known only by me and my handprint." The older man assured.

"Ok", Peter finally admitted. Not perfect, but it's a start.

He walked up to the box and put his hand on the scanner. The light went green and something pinged. The door opened up to a Deus ex Machina tool box.

Peter couldn't even name some of the gizmos in there, but he knew he wanted them.

He turned back to the Commish. "What exactly are you wanting me to do here Steve?"

Steve closed the door to stop distracting the younger man. "I want you to do what you always do when you run into a wall with a super powered foe. Use everything at your disposal to stop them."

He folded his patriotic arms. "If they use electricity, shut them down. Mind controlled army of hamsters? A giant teleporting aquarium. If they want to crash the moon into the Earth, I want to catapult the Hulk up there to push it back."

Peter's goofy grin at the imagery disappeared when Steve pointed at him. "I want you to back up our people with your tech."

Peter nodded and let out a breath.

"And don't show up as Spider-Man."

The other boot finally dropped.

"What?" Peter asked in confusion.

"A part of this was to minimize vigilantes. If you carry a badge, you're on the job. If not, you're interfering with a police situation."

Steve let out a sigh. "It's not perfect, but it's all us. No government pencil pusher. No politics. Just capes watching capes."

Peter was starting to get uncomfortable. This was starting to sound a lot like their little "Civil War" start up.

"That's not to say you CAN'T operate as Spider-Man", the elderly man's wink and words helped ease his apprehension. "Just don't let the Marvel Knights catch you."

So, show up. Beat up the bad guy. Web up for cops or the MK, and leave while they're cursing and trying to arrest you? Sounds like any other Monday.

"No problem Steve", Peter cracked a grin, "I was trading hits with most of those guys between classes back in college."

"Hmph", a sound between a laugh and a hum escaped his new boss. "Guess I'll take what I can get."

He looked seriously at Peter for a moment. "Try not to let it interfere with your job though. People will depend on you saving lives from in here as much as from out there. If we can't pin someone down, design something that can. That's your job. If they need extra muscle out there, I'll give you the word, but not before then. Understand?"

Peter nodded. He did. He didn't like it entirely, but he did understand.

Steve swept his arm around the rset of the lab. "Now we're planning on hiring trustworthy people eventually, so you'll have to share this space at some point..."

-Moving Day-

"So Jennifer finally straightened everything out and your first check from your patents should be coming at the end of the month", Matt told Peter, placing his box on the floor of the empty room.

"Awesome", Peter was doing the math in his head. "Just in time to pay the first month's bills." Peter put his box right beside Matt's.

"You don't have to do this Peter", the lawyer told his soon to be ex roommate. "We aren't kicking you out. I know we haven't seen you much lately, but-"

"No worries Matt", he waved off the other man's concerns. "I'm not doing this for you two. Not completely anyway."

Walking over to a small ice chest, Peter grabbed two cans of soda and handed his friend one.

"You guys need your space right now", Peter said after a sip. "And you guys have done so much for me, I don't want to get in the way."

"You don't-"

Peter cut him off again. "And I need to do this. With Laura taking this "family" connection really seriously, I'm going to need some space for her."

The young woman appeared, almost as if called, bringing a box of her own in and placing it next to the others.

"I had a letter too. Logan told me to watch out for you and to not let you do anything stupid", she informed him and grabbed a water from the chest.

"See Matt?" Peter gestured at Laura. "An extra person would have been a bit cramped."

"Yeah", Matt conceded and took a long pull off his drink.

"Murdock, seriously", Peter waved erratically at his front door. "I'm moving across the hallway! Not to the other end of Manhattan!"

That got a laugh out of the redhead. "Yeah, I know." He looked at Peter serious for a moment. "But I'm seriously gonna miss being roommates."

Peter matched his serious for a moment. "Me too pal." Then the moment passed, "but it's time for this bird to walk."

As she watched the two men argue over the rediculous phrase Peter spouted, Laura let her mind wander back to the small flash drive that came with her letter.

And she wondered when she would tell Peter about it.

-Family Dinner-

By the time he swung home, Spider-Man was exhausted.

Steve never told him his other job at the lab was "info mule".

Sure, he's fought just about everyone, but come on! Doesn't take a genius to know how to deal with Lady Stilt-Man.

Then he had to adapt some of his cryo cube tech to be strong enough to hold living liquid metal.

After getting out of the lab, he chased down three purse snatchers, four armed muggings, a flasher, and teamed up with Luke to subdue some new guy with moderate enhanced strength, with an ego fit for Doctor Doom.

Afterward, Luke attempted to "arrest" him, but he can't fly, so Spidey was reasonably sure he lost him.

His suit flowed around his arm, and hung limply in one solid piece. He made sure to walk to "his" skylight. (Forgetting and accidently dropping in on Elektra in the kitchen had almost ended the Spider-Man dynasty)

His t-shirt and gym shorts were glued to his body by sweat. He'd taken to wearing something under his shifting costume to protect his dignity.

Landing on his kitchen floor, the strong scent of pizza filled the air.

Gazing into his living room, Kaine and MJ were eating and watching the Mets play.

A throat clearing had Peter jump out of the way of Laura and a plate of cheese and pepperoni goodness.

Turning around, all he noticed were empty boxes.

Slightly dejected, Peter lays his suit on the kitchen cabinet and joins them in the living room.

"Hey Peter", MJ greets him and gets out of the big, gaudy recliner he found by some curb. "I warmed your seat for ya."

As she goes and sits next to Kaine on the small couch, Peter declines to make the obvious "fart for warmth" joke that came to his mind.

Instead, he sunk into the fluffy goodness his Mary Jane would never had let him keep for being too ugly.

To his pleasant surprise, the seat was comfortably warm on his sore muscles.

Opening the armrest, he flicked a switch and the chair came to life, buzzing his troubles away.

Call Hank Pym to put an A.I. in this thing, he was going to marry it.

Kaine grunted next to him, getting his attention. His "younger brother" held a plate stacked with 5 large pieces of heaven.

"Saved you some", Kaine mumbled, never talking his eyes off the game.

Peter took it and gave him his thanks. Now he just needed something to drink.

"Here", Laura ended his delimma, handing him a tall, frosty mug.

He took it, confusion paying havoc on his face.

"When you come home smelling like that", Laura took her seat on the floor between the couch and chair, "you normally indulge in a root beer float. And you like to frost your glass beforehand. I had seen you on the news earlier and took the liberty to prepare it for you."

Peter nodded and kept his mouth shut. He was afraid anything he said would break the spell and something bad would happen.

This was an amazing surprise. He didn't even know they were stopping by. And with pizza from 22nd Street? Divine ambrosia.

What could make this better?

"Is this him? You're him? Wow, nice to meet you. You're a nice man. He looks at you like a brother Kaine, not a dangerous lunatic. I don't know why I'm making you uncomfortable Kaine", Peter's mouth was full of pizza, otherwise he would have gaped in shock. Who was that ball of energy?

"Aracely", Laura whispered, likely afraid if she moved, she'll attract the mystery girl's attention.

"She's Kaine's friend", MJ chimed in helpfully.

Peter gulped his food down and watched the bubbly girl wedge herself in between Kaine and MJ and jabber to the frowning guy beside her.

The hero's smile got wider and wider until Kaine finally turned and glared at him.

"You're enjoying this aren't you?"

Peter's reply was a wide smile full of cheese, pepperoni bits, and sauce.

"Ok", MJ broke the stare off before weapons (food) were thrown. "The twins got everything they need for college, bless Reed Richards and his hot wife for getting them in. They'll stop by here and we'll head home", she informed them before putting her new phone away. (How Kaine had money period, he still didn't want to know)

"I thought we were going to have a sleepover?" The Aracely girl gave MJ the most adorable puppy dog look he had ever seen.

As a testament to her strength of will, the older woman just laughed it off. "Sorry Hummingbird, I gotta get up early for a few job interviews."

She motioned to the others, "you still got these guys though."

"Awww! Peter had a long day and Kaine is never any fun at a sleepover." The strange girl jumped off the couch and dragged Laura by her arm.

"C'mon Laura! Let's braid hair and talk about guys and eat cookie dough and puke and..."

The Force of nature had a solid grip on Laura and dragged her to her new friend's room. Laura's face practically screamed for help until her door closed, sealing her doom.

"Uh", trying to figure out what just happened, he shrugged and turned to Kaine. "Wanna crash on the couch?"

"Meh", Kaine thought for a moment and shrugged. "It's not a Hilton sweet bed, but it's pretty comfortable. And she'll finally crash around 4 or 5, and I'll need to take her home."

"Wow", MJ chuckled, "poor Laura".

The three adults held their drinks up in a silent toast for their comrade trapped behind enemy lines.

"Home run! The Mets are going to the World Series!" The modest little tv shrieked suddenly causing the three to swivel their heads towards the celebration on the screen.

When the news finally sunk in, the three were hollering and cheering along with every other fan.

Peter settled down and watched Kaine and MJ high five each other hard enough to shatter cement.

For the first time in awhile, his life was perfect.

-Squirrel Girl's Totally Awesome Meeting With New Friends You'll Get To See This Time!-

"C'mon Nancy!" Doreen Green pulled her college roommate along, "you have to go talk to him!"

"Doreen!", Nancy Whitehead called back, struggling to keep up while the auburn haired heroine drug her all over Empire State University.

"What has gotten into you?"

Doreen pauses to search the crowds around campus. "You said you liked him, but you haven't even let him know. This must be rectified!"

Nancy tugged her arm free of the overzealous shorter woman. "I said I liked LOOKING at him in class. I don't have to do anything."

Nancy only looked away for a second and lost sight of her friend. Turning around, she spots the guy they were going through all this for. Nancy debated going over and talking to him anyway, but the decision was taken away from her when Doreen popped up behind her and pushed, driving her in that direction.

Getting closer, they could see he was busy speaking with an unfamiliar boy and girl.

Nancy tried stopping, but Doreen slipped beside her and grabbed her arm, half dragging her along.

"Hi!" Doreen called to the group of three.

"Hey Doreen. Nancy." The young dark skinned man greeted them. The other two, male and female twins it looked like, stayed silent.

The guy looked familiar to Doreen, but she couldn't place it.

"Hello", Nancy offered her own greetings when she caught her breath. She tried to play it cool.

"Hope we aren't interrupting anything?"

"Nah", her classmate shrugged. "Just about to show these new guys around."

Taking their cue, they step into the conversation. "I'm Pete Parker, and this is my sister Jessica."

The little squirrel running on the wheel in her brain derailed at the name. Pete Parker? Is that short for Peter? Are they related? Does he have superpowers? What's his opinion on nuts in cuisine?

A sharp pain in her ribs brought her back into focus, seeing everyone, especially the young man she was staring at, to look at her strange.

Nancy retracted her elbow. "Are you ok?"

Doreen recovered quickly. "Probably just low blood sugar. How about we show you the best place to eat and we can help with the tour?"

Their class mate shrugged and looked at the other two. They agreed and the five set off to a nearby diner.

Jessica was pulled between the other two women and was answering questions. Pete and the other man fell in step behind them.

"Sorry, I don't think I caught your name", Pete turned to the other guy and held out his hand.

"Miles", he shook Pete's hand. "Miles Morales."

-League of Losers-

"Where are we headed Hank?" Spider-Man asked from the copilot seat of the small aircraft.

Hank McCoy dipped the controls forward and the craft started to slow. "We're here."

"Here" ended up being the middle of the Mojave Desert.

"Be honest McCoy", Spider-Man peered down below them. "You're not making me dig my own grave right?"

Hank chuckled slightly. "Heaven's no."

The craft landed and the pair stepped outside. Spider-Man was caught off guard when he spotted Hank walk toward a nice looking bar he somehow had missed seeing.

Following cautiously, he entered the strange building. The outside looked like modern New York, but the inside appeared to be the Cantina from Star Wars.

"The heck?" Spider-Man only noticed a robot as a bartender and Hank's big blue furry back at a table.

Walking forward, he caught sight of Hank Pym and Bruce Banner sharing the table.

The three waved him over to have a seat. His mask retracted and he took a spot next to McCoy.

"What's the cargo?"

He was pleasantly surprised that Pym didn't miss a beat, "myself, the boy, two Droids and no questions asked."

The blue fur ball let out a deep chuckle and Bruce cracked a smirk.

"So what's this all about?" Peter was looking at the fine details in the bar layout.

"Every so often", McCoy started, "the three of us have met up somewhere remote."

Pym picked up the exposition, "share a drink, share ideas, or just share quiet commraderie". He held up four fingers for the bartender Droid.

"It started after that mess with my enemies grabbing the smartest people in the world", Bruce added in.

McCoy tapped his claws on the table. "Notice, Stark didn't invite US to the after party on that one", he ended with a fang full grin.

Pym took the drinks and handed them out. "We're not the most photogenic or stable geniuses."

"Or well liked", Bruce tagged on.

Pym nodded the point, "we mostly stay back and are told not to mess up too much."

"I've spoken some about you Peter", McCoy gestured to the others.

"We've been rock bottom before Peter", Pym pointed at his suit. "That's why I dumped that box of tech on you. I wanted to see what you would do with it." Pym smiled, "color me impressed".

Bruce held his mug in both hands, "we've all been burned by the media. Forced to hide our names and faces. We think you've earned a seat at this table."

"Welcome to the Rebel Alliance", McCoy patted his shoulder.

A hundred questions popped into his mind, but he could only voice one. "How did this bar get here?"

Pym grabbed the handle of his mug, "I shrunk it and brought it here."

Ah. That explained it.

Peter looked to his drink for the first time. It was blue.

"Blue milk?"

The other three, really just big nerds like him, chuckled and held up their mugs.

"To the Losers!"

Peter smirked and held up his own mug, "to the Losers!"

-Surprise-

It was the end of another full day, and he felt like he was finally getting back into the swing of things.

Full day in the lab, bust criminals in the afternoon, check on Kaine, MJ and the twins, and May, bust some more and head home for Laura to lecture him about not knowing where he was for half the day.

It's good to have a routine.

But despite the odd first meeting and subsequent sleepover, Laura did find she enjoyed Aracely's friendship.

That's why the two were at Kaine's hotel, hanging out and watching bad movies and giving Kaine a headache.

And he had the place to himself tonight.

Time for ice cream and cartoons.

Making the last swing to his rooftop, Spider-Man was caught off guard by the lone figure standing there.

"Carol?"

The tall figure of Captain Marvel turned at the voice and waited for his approach.

"Carol! Hey! I haven't seen you since before the Octavius thing!", and now he can say that without cringing.

"Spider-Man", she greeted him formally, until he was close and retracted his mask. "Peter", she said with a bit more warmth.

"What brings you to my neck of the woods Danvers?" Peter smiled.

"I...", wow. She looked nervous. "I tried... to call you and talk to you a few times. I needed to tell you-"

"That was you?", the pieces finally fit into place. "You were driving Elektra nuts! She had no clue who that was! Ha ha!"

"PETER!" Her scream stopped his humorous celebration.

She rung her little sash thing in her hands a few times and calmed down slightly. "I need to tell you something."

"You can tell me anything Carol", he wanted to help if he could.

She took a few deep breathes before blurting, "I'm pregnant."

The rooftop was still for a few moments.

"Is it Clint's?", Peter asked honestly puzzled. Why tell him?

"It's not Barton's", she said seriously, staring him in the eye.

What is she insinuating? Could she mean? "B-but we never, you and me. We haven't..."

And then everything fell apart and made sense all at once.


	15. Replies

Hello all.

While I've been busy with life, I haven't let the story slip far from my mind. Rest assure I've been mentally plotting how to continue.

I've read and reread reviews and comments and I'm trying to prepare for a better arc than the last.

I'm amazed by the amount of support I've received. I've always heard had harsh reviewers, but I'm glad to say that the worst it's been is constructive criticism.

I may not respond to all reviews and messages, but I DO read them all.

That being said, several of them have recurring topics. I'm going to try to answer or comment on a few of them here.

Some people have questioned some of the earlier chapters. I apologize if it seemed like I switched rails too quick from Uncle Ben's dream ghost to some kind of super mind parasite, but that's exactly what I did.

This wasn't supposed to go further than the first chapter, but all the positive support had me try and continue. I had a vague outline of what I wanted to write, but after the dream/pep talk, I turned and pushed it in the current direction. So, my bad guys. I DO plan to follow up on a few things that may help explain some stuff though.

A couple of people have pointed out Peter isn't a Star Wars fan. To these people, I applaud your attention to detail. I didn't try to imply he was a fan, it was Pym's bar after all. But I think Peter is savvy enough to get the references and crack a few jokes.

And the deal with Pym, McCoy, and Banner? I'm trying to establish my own supporting cast for Peter. I like the thought of the 3 outcast nerds occasionally hanging out, swapping ideas and their latest miseries. McCoy may be a bit more popular than the other 2, but I feel this is a group he can fit in pretty well with, so he makes the time. And now with the inclusion of Peter, expect some serious Science shenanigans to happen.

All the Spiders... I've always figured Peter would want a big family. The problem now is, he's barely getting his life back together. He just can't manage all of them, but Reed managed to help out a bit with them.

Laura is now his responsibility (and he is her's according to Logan) and he's trying to deal with that. She's pretty self sufficient so mostly no problems there. There will be NO romance between them. I've read a few stories where they did get together, and I generally enjoyed them. But in my fic, they're strictly brother/sister-ish, roommates relationship.

Kaine is back. He is tied with Miguel O'Hara as my favorite non Peter spider powered character. I was a big fan of Ben Reily, but when Kaine had his own series in Houston, I didn't want Ben to come back and steal the spotlight.

He's hanging around NY for now, and it seems like he's getting along decently with Peter. It's not like the relationship between Peter and Ben, friendly and verbal. More like, they've seen each other at their worst, and they moved past that. They don't need to talk, just sit back and enjoy some baseball or something.

He's also brought Aracely to NY, and seems to be living it up at fancy hotels again. And financially supported the Spiders for a briefl time. That's Kaine being responsible as only Kaine can be. Beat up bad guys and take their money and spend it on his pseudo family.

I brought the "twins" in mostly because I really enjoyed the possibility of weird family reactions between them (which I don't think we got nearly enough of in Ultimate Marvel) and I had finished watching some Gravity Falls shows (WenDip!) and was like, "ok, twin awkwardness. Let's do that".

I threw Spider-MJ in mostly for laughs. She's the same as the one from Exiles, just the team never showed and helped, so she's the last survivor of her world.

She's been cheerful and fun, but how much of that is her, and how much is covering her emotions, we may find out soon.

Also, I like the thought of this Mary Jane walking around. She's strong, fun, and a great catch for any Peter, Pete, or Kaine. She's just not into them whatsoever.

As for some people asking why she's the twins sister now, well I kind of wrote myself into a corner on that one. I didn't know where to put her. Peter and Kaine are living their lives, and it would be awkward rooming her with them. Miguel is off doing his thing, and no one else has any reason to take her. So, older sister has at least some reason why she's around. She can't be related to this world's MJ without too many people asking questions.

And yes, I realize that S.H.E.I.L.D can probably track them as soon as a random camera catches their faces and names. S.H.E.I.L.D is practically unavoidable. Reed was trying to stress the limit of the identities he made for them. The agency will have to show eventually, but for now, they're content to watch and wait.

Ero left to find herself. She was forced into the body of a normal human, and finds she's stuck with her memories and emotions. She's got stuff to deal with, but she'll be back.

Mayday, I thought a lot about. Her whole life was blown away by one of her father's greatest enemies. She barely survived by Mayhem, or April, whichever you prefer, fusing with her. She's a mess. But she's Peter's kind of daughter. So he's going to try to do the best for her. Right now, that's giving her some space at the X school.

Now Carol. More than a few have been wondering what's going on with that. I know (at least pretty positive, unless I missed an OLD Avengers comic somewhere) that she didn't sleep with Clint. But this is Peter we're talking about. Woman he liked shows up pregnant, he's gotta feel all kinds of awkward and nervous. And he knows he hasn't gotten that far with her. And Clint does get around fairly well. So, in his mind, Clint is a decent guess at this point.

Someone had asked, and yes, a lot of what I write is from canon. Logan was the first to know Mary Parker was pregnant, he was in the room with Richard when it was announced. Leni was an actual alias Mystique used for a time. I think it's the identity she conceived Graydon Creed with Sabertooth. No, they're not Peter's godparents. I added that to give him another strange family branch, and to add some tension down the line. Mystique is the godmother of Peter who fathered Carol's baby, and Mystique and Carol hate each other. Sparks are going to fly.

Also, this will NOT be a harem. I've read a few stories where it worked for him, and some I felt could have been better.

I personally don't believe Peter can handle more than one woman, outside of pheromones *wink* or mind control. So he won't hook up with a dozen different women and they'll all be ok with the arrangement.

And finally, I apologize for my writing. English was never my best subject in school. I had too many teachers who played favorites and wouldn't help, and by highschool I preferred other subjects so I didn't apply myself. I'm working to try to get better, and I think has been helping me a bit.

So keep an eye out people. The next arc will start eventually, and I'm always interested in everyone's opinions and thoughts.

Everyone keep reading, writing, and enjoying.


	16. Chapter 14

Pregnant

That word said in her voice rattles around in his head long after Carol left him on the roof.

-Earlier-

"I had had a rough day", she began telling Peter. "I was smacked around a bit by some old AIM robots, and then a tussle with Titania. Almost made me want a drink."

Peter remembered hearing from her directly about her alcoholism. If he wasn't already shocked from the previous bombshell, that alone would have done it.

"Then you showed up. Or, I guess, "him". Carol shivered slightly.

"He was looking for information on something, I don't even remember what. It was just the two of us there at hq."

Carol held her arms as if she were cold. Peter wanted to comfort her, but felt frozen to the spot.

"I was annoyed and messing with your head always cheered me up. I flirted a little to see you get flustered." Carol looked away from Peter's face. "He responded though, and... and I enjoyed it."

Storm clouds swirled and the wind picked up, reflecting Peter's mood nicely he vaguely thought. His attention was fully on the woman spilling her guts.

"We talked. A sly line here, an innuendo there. He was brash and confident, and I liked the change." Rain began dropping lightly. Peter, his face morphing into quiet anger, didn't even notice.

"I kept pushing, wondering when you would crack and do that nervous laugh you do", Carol made a small smile, "or a lame joke".

Looking at Peter's face, she turned her head away from his angry glare. "He didn't laugh. Or joke. One thing led to another, and..."

She didn't finish. She didn't need to. Peter's imagination filled in the horrible blanks. His child. Fathered by Otto Octavius in his body. With a woman he had serious confusing feelings for.

Carol spoke up weakly. "I thought it was you."

"And that makes it ok?" Peter asked through gritted teeth.

Some of her old fire appeared in her eyes, "of course not you a**." Her glare quickly trumped his. "I was trying to explain myself, but if you want to be a d*** about it-"

"Sorry", Peter interrupted her. He didn't want to dwell on it. She was here with his child, no matter how it happened. "Sorry, ok? It's just a lot to take in."

Carol hmphed and both were quiet for a few moments.

Peter broke the pause. "So, what do we do?"

She just looked at him for a minute, contemplating her responses.

Finally, she spoke, "we? We aren't doing anything Peter."

"What?" He was confused. Wasn't she here to figure this out?

"I'm giving her up for adoption." Carol's answer rocked him to the core.

"Her?" Was the first thing out of his mouth.

"Or him", she shrugged. "I don't know yet."

She continued before he could argue. "Look at us Peter. I can't raise a child and you're barely getting your life together."

Peter could hear the sorrow in her voice, but couldn't tell if she was crying because of the rain pouring down.

"I'm not going to put that kind of pressure on you, and what kind of home could we provide together? Getting attacked by our enemies, or kidnapped." She took a step back. "I wouldn't wish any child to have me as a mother with all my problems."

He tried to approach her but she took another step away.

"Between the two of us", Peter heard a sniffle, "what could we really do?"

Peter struggled to come up with an argument, any argument. But his mind kept flashing to him comforting a distraught Mary Jane in a hospital room, and thinking that Carol was absolutely right.

"There's not even a "we" Peter", she looked him straight in the eye, mustering all the drained courage she could. "We're not together, and this won't suddenly change that."

A small part of him wanted to scream out and say it could. But it was buried under memories of Mary Jane, Gwen, Felicia, and Carlie, and remembering what he does to the women in his life.

"I-" the blonde stammered, "I just wanted you to know what happened. I didn't want to hurt you."

Peter reached out to her, not knowing what he would do if he made it, but she jumped and hovered a few feet from him.

"I'm sorry Peter." She lifted higher in the air. "Goodbye."

Peter's face was covered in cold rain, but he could feel the hot tears run down as she rocketed away.

-Present-

He just stood in the same spot for over an hour, running the encounter over and over in his mind.

His child.

Sometime recent, his mask formed back over his face. His subconscious must be trying to keep him from getting sick.

What to do now? A close friend was having his child, and he couldn't do anything.

He was a mix of depressed, angry, and lost.

Times like this, he was in a mood to beat up some bad guys.

His body ran on autopilot as he crisscrossed the city. The rain constantly fell, bouncing against his armored form, and the scum of New York seemed to be keeping inside keeping dry.

Landing on a random building, he raised his hands to the sky.

"Why can't I find someone to beat up!" He screamed and lightning crackled in the distance.

Spider-Man sank to his knees and stared at the lights in the distance.

What could he do? Options flashed in front of his eyes.

He wouldn't give up. No way. He's done enough of that already. But he didn't know what could be done.

Through the rainstorm, a set of slow footprints made their presence known.

"Looks like you're having a rough time P."

Spider-Man slowly turned his head to look at the newcomer. "Ezekiel? Why am I not surprised."

The older man cracked a grin and walked closer to the hero. Standing next to him, both people looked over the city.

"So, am I finally going nuts?" Spider-Man asked the supposedly deceased man beside him.

"No P", Ezekiel chuckled slightly. "I'm really here. For a little while anyway."

The red and blue hero clicked his tongue and looked at his old "friend". He looked dry, and incredibly smug.

"So..."

"I'm not a 100% on what's going on P", Ezekiel confided. "I known I'm dead. But anything of the afterlife-"

Spider-Man held up his hand, "it's all hazy, and you can't remember it clearly? That seems to be the general reaction". He should know. Most of the people he knew have passed on once or twice, and even he did on occasion.

Ezekiel nodded, "exactly".

Spider-Man stood and looked at the phantom before him. Using every sense and ability he could, the hero observed the other man. Everything told him he was there, but not. So, unless Chameleon got a serious upgrade, this might actually be some kind of ghost.

"It's really me P", Ezekiel smirked.

The hero's mask peeled from his face, and rain wetted his hair again. "So, what do you want from me?"

"It's not what I want", Ezekiel turned his attention to the younger man. "It's the circumstances that allowed me to speak with you".

Peter turned to the older man with a questioning look.

Ezekiel let out a sigh.

"I sought out my power P. I searched and bribed to find this power. But you, it was given to you. The spider that bit you, gave you great abilities. I don't know what you could be capable of. But I know this much, you've barely scratched your potential-"

"Blah blah unknown potential, blah blah new special powers, blah blah", Peter rolls his eyes and wipes the rain from his face.

Ezekiel sighs again. "Think about it. Everything you've done, is this so much of a stretch?"

Peter stands and looks at the possible ghost. "A stretch? I'm here either talking to a figment of my horrible imagination, or a dead guy that tried to feed me to a giant spider. I'm not sure which is worse."

Ezekiel meets Peter's gaze. "You're not crazy, if that's what you think".

The hero crosses his arms, "so I'm talking to a ghost?"

The older man meets the sarcastic question with a grin. "Would it be the first time?"

Peter opened his mouth for a scathing quip, but let it hang open in thought.

It WOULDN'T be the first time. It wouldn't be the second either. Come to think of it, he had a disturbing tendency to hallucinate about those who have passed on. He just always put it down as a quirk, blowing off stress from super heroics.

"What are you saying?" The confused younger man asked with mounting dread.

"I'm saying, P", Ezekiel started, "that your Spider-Sense might be a bit more useful than you thought".

Spider-Sense?

Peter's mouth is dry as he works to speak. "You mean, I- I can speak... with the DEAD!?"

"Seems that way", comes Ezekiel's amused reply.

Peter takes a step away from the ghost. He takes another and stumbles onto his back, looking up at Ezekiel.

The older man seems to fade a bit and hurries to convince the hero. "Believe it or not P, it looks like this is one of your hidden abilities. You've been evolving as a Spider for awhile now. There was that hiccup awhile back, but you're on track again."

He fades a bit more and rushes to finish, "there's circumstance and rules to contacting the other side P. I don't know it all, but it looks like my time is up here. I might see you again, if the situation is right."

Little more than a voice almost drowned out by the rain, he gives Peter some last advice, "you're capable of a lot more than this P. With nothing in your way, you'll be able to discover that. Talking to spirits is the tip of the iceberg."

The rain washes out the last of his voice, "take care P".

Peter sits on the rooftop, hands holding him up. No trace left of the old man.

Standing up he looks out over the city, unsure if that happened or if he imagined it all.

"So", Peter awkwardly talks to himself, "Carol is pregnant with my baby by Doc Ock, I'm either cracking up or can talk to ghosts, and- ACHOOO!" He sniffles after a strong sneeze. "And I think I caught a cold."

The sound of rain is the only thing that can be heard for several moments.

It starts out low, almost haunting. It slowly picks up in volume and the red and blue hero bends and puts his hands on his knees. "Ha ha ha ha ha!"

His mask forms back around his face and does little to muffle the hysterical laughing. He laughs all the way back to his apartment.

By the time he takes a hot shower and lays in bed, his laughing dies down.

Pregnant friend, can speak to ghosts, new and possibly unpredictable powers on the horizon?

"Bring it on- ACHOOO!"

-McCoy's Lab, The day before-

He had received a group message on his computer from Pym about getting everyone together again.

Banner had agreed, but needed to be picked up around California.

Peter agreed with his usual fanfare. Then he received a private message from the arachnid hero.

" - Beast? Settle an argument between me and flame-brain. The old X-Factor group was just you guys from the original X-Men right? Not the team with Havok, I mean when X-Factor first showed up."

McCoy chuckled a bit in remembrance. Things seemed so much simpler back then.

" - Indeed, that was our motley band of mutants in the team's infancy."

McCoy waited a few brief moments before another message appeared.

" - Ha! Thanks blue guy. Johnny owes me 5 bucks."

The blue scientist snorts.

" - Another question, did you get your blue fur from Apocalypse? I remember you used to have grey back then."

McCoy raised an eyebrow.

" - Negative my compatriot. I originally carried an ashen look, but time changed me, as it does to all."

Crossing his arms, he looked to the ceiling in thought. Grey and blue...

Another notification alerted him.

" - Ah. Was thinking about Archangel's blue period. But Iceman had a thing with Apocalypse not too long ago and even Cyke was possessed by him and they're not blue. Just kind of curious I guess. Thanks Hank, see you when I see you."

Beast closed out of the message in deep contemplation.

The five of them had encountered the ancient mutant some time ago. Warren had been significantly changed by the ordeal. Bobby held some small part of his power for awhile, but did not appear worse for the wear. Scott had indeed held his being briefly, but outwardly appeared fine. His behavior did veer shortly after that encounter though.

Hank began pacing the lab.

Jean, sweet Jean Grey was the only one unscathed by Apocalypse. Or so it would seem.

He DID hold onto some of her genetic material, used here and there for scientific reasons (and Scott's and/or Logan's incessant need to keep locks of hair and such).

Bobby and Warren were here at the mansion, and he himself was equally present, if not more so.

Warren obviously carried the touch of Apocalypse since their early encounter. If he could find traces in Bobby and himself...

If Jean's remains held anything...

Then what could be said of their fifth member?

Hank locked his lab and started a pot of coffee. He turned to his computer and made a quick suggestion of locale for his meeting in a few days.

It would be good to have peers to bounce his theories off of.

Hitting send, Hank McCoy turned to his equipment.

"Oh my stars and garters. This may change everything".


	17. Chapter 15

-The science in this I'm 100% making up so if it sounds funny, my bad-

"Whozawat?"

A feverish, congested, and possibly hallucinating Peter Parker was awoken by a dark presence beside his bed.

"Laura?"

His roommate stood there holding a bed tray with a steaming bowl and some kind of drink.

"Eat", the young woman commanded. She waited for him to sit up and placed the tray in front of him.

The smell was delicious and his stomach-sense rumbled, alerting him to the danger of it consuming itself if it wasn't fed soon. Peter was happy to oblige it.

After his 4th bite, he paused and looked to Laura. "This is Aunt May's chicken noodle soup", he said with some confusion.

She nodded. "When I returned home and found you with a fever, I called Kaine."

Peter's confusion didn't clear, so she continued, "he is similar to you so I asked what would be best for you to recover. He remembered your aunt's recipe and gave it to me."

That checked out. Kaine would have memories of a few times Peter was sick after getting the spider bite. And Peter had committed that recipe to heart by that point.

Tasting the soup again, he could now tell subtle differences. They weren't bad, just different.

He grabbed his drink and nearly choked on it when he took a large drink. "Blech, alcohol?"

"Mary Jane called it a HotTotti", she informed him. "She was positive it would help."

He had heard of the drink, and he felt bad enough he figured it couldn't hurt.

He took a sip of his drink, "what time is it?"

Laura waited till he swallowed, "8:45 am", and she wasn't sprayed by a spit take.

"What!? I'm late for work!" He tried moving the tray before Laura stopped him.

"It is Saturday morning, you are off today. You slept all day Friday. I found you feverish on the couch when I returned home and moved you here", she continued before he interrupted her. "I informed Commissioner Rogers that you were ill yesterday and he requested you get well soon."

He calmed down from the news, and was about to talk until Laura spoke again. "I have checked with the Spiders. Kaine, Miguel, and Mary Jane have found employment, with Miguel being let go from Alchemax."

Peter nodded and went back to his soup while she spoke, "May is still withdrawn and refuses to interact with the students." He worried about her.

"Jessica and Pete are enjoying college. Pete has a date with Doreen Green tonight."

Peter's eyes widened a bit at that. Doreen was nice, and he thought the mini him was a decent guy. They could make a good couple.

"Frost canceled your appointment again." Huh. That's three times in a row. Is something going on at Camp Cyclops?

He chucked a bit, "Laura, how'd you like to be my secretary?"

To his surprise, she appears to consider. "Maybe. It would be interesting to experience a day job."

He'll have to talk to Steve, maybe hire her as his intern.

He finished his soup and she took the dish and the tray away. He relaxed into his pillows, noticing several more than he thought he owned on his bed. Nursing his drink, his mind wandered until Laura returned.

"Carol is pregnant?", she asked suddenly, almost startling him into dropping his glass.

"Wh-what? How did-?", Peter stumbled over his words.

She took the glass from him and put it on his nightstand. "You talk in your sleep. I would come in frequently to check on you, and you would mumble constantly."

"Must be the sickness", Peter replied before taking a deep breath. "Yes she's pregnant. Yes it's mine. No we're not together. She conceived with SpOck. That answer your questions?"

Laura stood there in thought for a moment. "What will you do?"

"I don't know", came his immediate response. And he didn't. He had mulled over it until he fell asleep, and apparently dreamt about it. He was no closer to an answer.

She watched her patient stare off into space. "What will she do?"

The hero let out a sigh. "She's giving the baby up for adoption." He turned his head and saw her face twist slightly into confusion.

The unspoken why hung in the air.

"I think", he began, laying back and starting at the ceiling, "that she's afraid. Afraid that she'll be a horrible mother. Afraid she won't be able to protect the child. Maybe even afraid what this could mean between me and her."

Laura moved to sit at the foot of the bed, all her attention on the sad sounding man in front of her.

"And me, am I in any position to raise a kid right now?" Peter let's out a humorless chuckle.

Laura was silent watching him for a moment. "You are giving up?"

The humorless chuckle turns into an amused snort. "Heck no. Just got to find some way to change her mind. I've fought alien parasites and mythical super beings. This shouldn't be too difficult."

While she doubted the ease of which he claimed it would be, she had no doubt he could accomplish it.

"And first order of business", he got out of bed, stumbling slightly but catching himself, "is sprucing this place up a bit."

The young woman sent him a questioning look. "What?"

"You heard me right Wolverette", she growled at the nickname, "we gotta do a home makeover!"

Walking into the living room, she followed close in case he tripped or fell.

Gesturing around, Peter turned to his roommate. "These walls and floor? We got to get rid of them. Danny Rand owns the building, so I'm sure we can talk him into letting us remodel."

Walking throughout their 2 bedroom apartment, Laura watched him point out several things she would keep in mind.

"Covers for electrical sockets. New walls, maybe bullet proof. Better lighting. Maybe we can knock down a wall and combine two apartments for better space? The rent would increase in sure, but it'd be more space for us and the baby..."

Ah. The baby. Laura nodded along. It would make sense to get more space. Bulletproof walls. Shatterproof windows. And some defensive traps to protect her family.

Her family. Because that's what Peter and the other Spiders were to her now. Family. With a new addition on the way.

"Ok Laura, get some measurements and I'll make a few calls."

She nods and sets out on her task.

It takes all of 2 minutes to locate a measuring tape and realize that he dupped her. Not completely, he was serious about all the changes he wanted. But the fact that he had distracted her so easily and slipped out through the skylight in his condition. He'll be hearing about this when he gets home. In the meantime, measure and make some calls. This apartment won't babyproof itself.

-Jean Grey School-

Spider-Man takes another drink of his orange juice and his mask forms around his mouth once more. "Thanks for the lift Hank."

He felt a bit bad he ditched Laura like that. But if he knew the young heroine, she wouldn't have let him leave the apartment as sick as he felt. He'll make it up to her somehow.

One of the other passengers nodded. "No problem Spidey. Already grabbed Bruce from California. My personal Quinjet gets great milage."

Bruce Banner chuckled slightly. Pym's Quinjet was fairly "Pymped" out. Sleeker, more insectile, then the standard Avengers transportation. Hank Pym had worked on it for a few months, with some creative input from Banner, McCoy, and most recently, Peter himself.

Pym watched the doors of the elevator open and the three stepped out into the mansion's hidden floor. "Anyone know why McCoy was so urgent to have us here?"

"Gamma powered fur comb?" Spider-Man turned to the other genius.

"Revolutionary super strength pesticide?" Bruce returned dryly.

Hank smirked and tapped on the door of the lab they stopped in front of.

A moment later, the large, blue furred Hank McCoy appeared in the open doorway.

"Greetings and salutations my friends", he steps to the side and beckons them in, "please, enter. And mind the mess, I've been on something of a roll".

The three enter to papers littering the floor of the lab. On the shelves and tables, more papers, half drank cups of cold coffee, and partially completed experiments.

"Geeze Hank, you get Storm drunk down here?" Spider-Man slurs slightly. The extra strength cold medicine was kicking in.

"Not since the Shadow King was last defeated and we all celebrated", McCoy replied absently. He directed the group to a corner where he had been spending most of his time. It appeared to be the focal point of the paper monsoon the lab had been hit with.

No one could see the table, covered completely in paper and random equipment. What they could see however was two people floating in two separate tubes.

Bruce and Pym immediately started observing the readings from the equipment. Spider-Man let his mask peel back and drained the last of his orange juice. "Hank? Explain."

The X-Man turned to him. "It's because of you Peter. Your offhand comment had me thinking and going over every interaction between the X-Men and Apocalypse".

Peter looked at the scientist then to the tubes. He could make out the figures as Bobby Drake and Warren Worthington III. But there was something off...

"Where's his wings?"

"You've isolated the Apocalypse Strain?" Bruce interjected before Peter was answered.

McCoy nods in assent to Banner and turns back to Peter. "We have recently discovered that Warren's current set of wings were constructed from the "Apocalypse Strain". Cells that are created and can be manipulated by the ancient mutant. Those cells are composed primarily of Celestial technology. I have studied Warren's various mutations, and have taken a closer look at Bobby's as well."

Pym approached looking at a packet of paper. "And you found something?"

"Not at first", McCoy gestured at Peter. "But a rambled remark by Peter had me considering a few things".

Peter leaned against a nearby wall to keep from falling over. It's either because of his horrible sickness or great meds. "What did I do?"

The blue man gazes at his fellow X-Men. "Made me think, and consider possibilities I had not before."

He walks towards the table looking for something. "Years ago, I committed to testing one of my formulas myself. The results of that was the ashen fur I sported briefly. After that, I proceeded through various styles, constant mutations to my already mutant physiology."

He finds a stack of papers and hands them to Banner. "I was under the impression that my mutation, supplemented by my own experiments, was under constant states of flux. Much data I gathered supported this. But..."

"But the Apocalypse Strain is adaptive." Bruce finished for him, passing the information to Pym. "Any tests that you perform on yourself, the Strain stays hidden."

"That's why Warren continued to be affected", Pym announces in understanding. "You couldn't isolate the Strain in his body."

McCoy nods, "indeed. Each manifestation of his "Death" persona would leave me further and further vexed."

"Until I asked the million dollar question", Peter chimes in from his spot on the floor where he slid to.

"Correct Peter. Your interest in my mutations led me to my current train of thought." McCoy checks readings on the equipment. "Could myself be currently affected by the Apocalypse Strain?"

Bruce and Pym glance at each other.

"It would explain a few things", Bruce declared.

Pym agreed. "And if the three of you contain the Strain..."

"Who others could be affected?" McCoy finished for him.

Peter listened to the others continue, throwing around theories and educated guesses. He couldn't stay focused though. His mind was a bit loopy.

"I'm going to go see May", he announced. He stood from the floor, swayed a bit, then left toward the door.

The other three were in full on Science mode, and barely noticed him leave.

His mask formed around his face again halfway through the elevator ride. Stopping on the school floor, Spider-Man searched for his "daughter".

The students would quickly get out of his path. Either they still feared him, worried about getting whooped by him again, or something he couldn't currently guess at.

He found May's room quick enough and knocked. He was answered with a sigh and an enter.

"Hey kiddo", he entered and shut the door behind him.

May, in costume except for her face, glanced at him for a second then turned back to stare out the window from her chair.

His mask peeled away to match May's. "How's it going?"

She humphed in response.

Peter felt a little discouraged. But he was sick, hopped up on possibly expired medicine, and in a contemplative mood, so he did what he was good at.

"Me?" He sat on the end of her bed. "I'm ok I guess. Just a million things on my mind. Work, super heroing, family."

She didn't twitch.

"I worry ya know? Everything happening, so many new people, I'm trying to keep track of everything. I mean, MJ, Kaine, and Miguel can look after themselves. And Jessica and Pete can too probably."

She didn't turn to look at him.

"And you. You've been watching over yourself for awhile now. That doesn't stop me from being concerned. About everyone".

Peter sighed.

"Carol's pregnant."

That got her attention.

"I know right? Shocked me too. It was Octavius in my body. Doesn't change anything though. It's my child. My responsibility."

May stood up angrily facing him. "We're NOT your responsibilities!"

She walked in front of him and glared. "We're not something you have to deal with. We're supposed to be family dammit!"

Tears welled up in her eyes. "Us. The others. What are we? Just visitors from another place you watch to keep us from causing trouble?"

Holding her arms and folding in on herself, she half sobbed, "now you have some replacement for me on the way? That's just great..."

Peter jumped up to hug her. She fought slightly but eventually let him. She cried on his shoulder.

"You would have been around 5 right now", he started still hugging her.

"MJ and I, we were expecting a child. We were so happy. I was so happy. We were together, but not married. We tried to get married before, but it didn't work out. After you were to be born, I was going to ask again. But..."

He hesitated, horrible memories playing through his head, "it... it never happened. We never got to meet you."

Holding her out to arm's length, they look at each other.

"May. You're not a replacement, and you won't be replaced. You're you. A precious gift and a wonderful young woman. And that wouldn't change, even if another fifty Mays showed up. They would all be precious, and their own individuals. I would care for all of you. You're here May, and as long as you are, you're kind of my daughter too. If we're family, that means you have a little sibling on the way. I'm sorry I haven't been there for you so much lately." He ends his speech brushing away a stray tear from her cheek.

She watches him. Looks at the familiar, younger face of her father.

She returns hugging him again.

They hold the embrace for awhile. When they break it off they begin talking. He unloads about Carol and the baby. She talks, really talks, about her old life. They hug again and promise to spend more time together. To be the odd family that they've created.

Peter left her room, mask back over his face. Students could see the wide smile he had under it.

He just meant to try and cheer her out of her funk a bit. Who knew it'd be so therapeutic for the both of them?

And who knew he was so great at talking to kids? Anya, Hope, Miles from that other dimension, Laura, now May? Maybe this parenting thing isn't so hard.

Almost back to Hank's lab, movement catches his eye. He turns to look and finds someone from not too long ago.

"Having a good time Peter?"

The heck? "Mattie?"

-5 minutes after their talk-

She felt loads better than when she arrived.

Maybe now she can start to heal.

But for now, "Uncle Kaine?"

She imagines him shivering slightly from the name. "May? What-"

She holds the phone close and almost whispers into it. "I need your help. I got some news for you too, and could really use some answers".

Kaine agreed and they set a time and place to meet.

She'll help her new family in any way she can.


	18. Chapter 16

"Mattie Franklin?" Peter called to the lone figure in the hall.

She did a little twirl for him, showing the costume she was supposed to have been buried in. "Me in the flesh, so to speak."

He was ecstatic! "That's great! Oh man, I'm so glad you're not dead."

"You never came to rescue me", the joyous occasion quickly grew cold.

"Wh-What?"

"You never came", she said again, her face not quite a smirk.

"I didn't-", he tried to explain, "I didn't know. The Kraven's... they planned the whole thing to get us". The explanation sounded weak to his own ears.

"Oh", Mattie's words took on a mocking quality. "They were out to get US? Or just you, and we were caught in the middle?"

Peter took a deep breath. He thought about the incident a million times. Maybe he could have caught on quicker, but other than that...

"I'm sorry Mattie. I never wanted you to go through that."

"Well, you messed up big time Spidey", standing across from him, Mattie crossed her arms and glared. "And Aunt Marla? Some petty revenge for the Spider-Slayers back then, hmm?"

She heard about Marla? "Now hold on. I didn't hold a grudge against her. That was in the past."

"Oh", she sounded like she was talking to a child. "No grudges? That didn't help her too much did it?"

Starting to get annoyed, Peter glared at the young woman. "I never wanted her hurt. I never wanted anyone hurt. But villains-"

"Sure love to hurt you", she cut him off. "And what's the best way to get at you?" Mattie started sounding a bit manic, "Torture, maim, or murder everyone close to you!"

"Now wait a minute sister, I didn't want her hurt. If I could have stopped it I would have!"

"Would you?" Mattie questioned, slowly approaching the irate hero. "Don't you get a little thrill playing us all for fools?"

Peter took a half-step back.

"You're no hero", the woman's face turned into something Mysterio cooked up for a horror movie. "You're a MONSTER!"

Peter yelled out and fell back when she lunged. Laying on his back, he covered himself with his arms and subconsciously shifted his mask back over his face. He waited for whatever punishment she would dish out.

"Spider-Man?"

Opening his eyes, the red and blue hero saw his three colleagues standing over him in concern.

"Spidey", Pym held out his hand. "You ok?"

Taking it and helped to his feet, he looked around for his attacker. "Anyone see where she went?"

McCoy began tapping on a tablet screen he held in his hand. "Who is this 'she'?"

"Mattie Franklin", Spider-Man told them, slightly distracted by reaching out to the arachnids around the school to try and find her. "She was Spider-Woman for awhile." No luck. "She... bit the big one a little while ago. Didn't know she was back."

"Um, Spider-Man?" Banner called his attention to McCoy's screen.

It was footage from a nearby security camera. It was playing in fast forward from 10 minutes ago. What it mostly showed, was a colorful figure appearing to have a conversation with the air.

"What?" It took Spider-Man a minute to process what he had seen in the video, and what had just happened to him.

"Perhaps", McCoy gently spoke up, "you should have a seat. Maybe have Rachel observe you for a moment?"

"No, it's ok Hank", Peter waved him off, mask peeling away once again. "I know what happened." He took a breath and dropped his bombshell. "I see dead people."

Of course they wouldn't believe him immediately. The responses ranged from pained groans to McCoy's, "that jest was in poor taste."

Peter palmed his face. "No seriously. It's a new thing. Haven't really gotten a good grip on it yet. It just happens once in awhile."

Mattie's spirit showed and tried to tear him a new one. Verbally, anyways. She couldn't hurt him physically, that's why his Spider-Sense didn't warn him.

"And, you can speak with the dead?" Banner questioned softly. Peter turned to look at the doctor, seeing a small bit of hope in his eyes. The other two had the same appearance. Of course they would be interested, who didn't have a loved one they wished they could speak with one more time?

"Um", the younger hero tried delicately. "I guess? I mean, there's rules to it supposedly. I got a bit of a crash course from an old mentor of sorts. He was pretty hip with the Spider stuff, but got the big rolled up newspaper a few years back. Him and Mattie are the only two I've spoken with." He paused slightly in thought, "that I'm aware of anyway."

McCoy's cough breaks the awkward silence.

Peter called it quits shortly after. McCoy was busy with his Apocalypse stuff, but Banner and Pym offered to run tests.

"No thanks", red webbed mask back in place. "I've had enough tests done to last till a dystopian future. Besides, you guys seem to have a mystery on your hands." Referring to the work McCoy was fang deep in. "Let me know if there's something I can help with." He told them on his way out the door.

Let the big brains work out that stuff. They need someone to crack wise and glue things together, he was the guy to call.

Really, he knew he had more going on for him than that, but his thoughts were somewhere else at the moment. He wouldn't be able to focus on the work too well, and McCoy was on to something huge. He could feel it in his webs.

Stopping briefly to chat with Rachel which kind of threw him off but if she was being civil, he could too, he was out the front door, down the driveway, over the fence, and waiting for a decent sized vehicle to pass so he could hitch a ride to the city.

-Home-

Down the sky light, his suit was willed to rest over his arm. The clothes he wore while he was sick were plastered to his body. A quick shower and he felt at least 87% like new. He hadn't seen Laura on his way in, so he watched cartoons till it was time to face the music.

She returned halfway through "The Merry-Go-Round Broke Down" and he could tell she was wearing her upset face.

"Hey Laura", Peter tried to break the tension.

Glare #42 was all he got in return.

He sighed and turned the tv off and gave her his undivided attention.

"First", Peter began, "thanks for taking care of me while I was sick. I mean it. Not too many would have. I know what Logan asked the both of us, but I feel like you went above and beyond and deserve a little praise for that."

Her frosty look warmed a degree so he continued.

"B, sorry for ducking out like I did. I know I was still under the weather and it wasn't cool to ditch you. But I had to get out of the house and see to a few things. Call Hank when you get the chance, there's some serious stuff might be going down soon."

He stood to stretch and put a hand on her shoulder. He was glad she didn't cut it off.

"And 4", her left eyebrow rose a millimeter on his numbering system, "I guess, I'm just sorry. I had it pointed out that people think I treat them like an issue I have to deal with, and that couldn't be further from the truth. Family is important, no matter how you slice it, and your family Laura. So if I haven't been proving that to you, I'm sorry."

Peter was rewarded with her face shifting back to get neutral gaze. "All right. As long as you know you were wrong."

He crossed his arms and gave her a smirk. "Yes ma'am."

The shorter woman nodded with a "Hmph" and gave him the rundown of her day while he was away. "Rand approved the remodel. I recommend also contacting Dr. Richards for additional safety measures. Miguel offered his help as well. From what I understand, this entire floor will be remodeled on the inside."

Peter let out a whistle. She sure was efficient. "Nice going Ms Howlett. Take the rest of the afternoon off and be sure to have those papers done by Friday."

She wasn't as entertained, but she didn't stab him so that was a win.

She was stepping away when Peter finally worked up the nerve. "Laura?"

She turned and he fumbled with his words. "Can you, I mean do you, or I'm pretty sure you do, but I was, uh..."

She didn't leave, but did cross her arms to wait.

He took a breath and tried again. "Could you teach me to meditate?"

-Later at a different apartment-

Carol dried off her cropped hair and went into her kitchen for something to drink. Grape juice was on the menu right now.

She bent to pick it up from the lower shelf, noticing the slight difficulty not for the first time. She figured she would be showing soon.

She opted to drink straight from the bottle since she lived alone and no one would see her.

The loud cough in the silent apartment nearly caused her to drop it though.

Raising the bottle high as an improvised weapon, she spun toward the source of the noise and drew energy into her free hand to blast whoever it was.

Sitting in her living room, the red and black Scarlet Spider and some teenage maybe Spider looking girl.

"Hey Ms Marvel", the man addressed her. She wondered if he was the same one that she threw at the mutated Queen.

"Can we talk?" The girl asked, mask peeling away from her face. It was some kind of symbiote, Carol realized. And the somewhat familiar face of the gir- young woman made her think of a certain brunette.

Carol put down the bottle but kept her hand glowing at full power. "Ok. Let's talk."

-Another School Elsewhere-

Students ran the course, again and again, while he stood high and watched on. His army was nearly ready.

A student tripped over his own feet and didn't get back up. Two others reached him and began dragging him away.

Another look at a large altar brought a smile to his face. Soon, his ultimate weapon will be complete. And he will be able to blast the unfit from the planet.

"My lord?" This body's lover approached. She was bent to his will, but her power set prevented him from utilizing her full potential. No matter.

"We have found him", she informed.

Excellent. The only other being who could completely survive the purge. He will be accounted for.

"And no one will stop me", the blue face twisted into an evil grin.


	19. Chapter 17

(Sorry about the last update kerfluffle. Here's another to make up for it.)

"Ok. Breathe in", Spider-Man inhaled, "and out". He exhales and lands in the middle of the armed mob leaving the local First National.

Before the first thug called out in alarm, the hero was a blur of motion. Quick, efficient strikes against weapons and body armor rendered the group defenseless.

Spider-Sense and the Way of the Spider, mixed with a new sense of calm and focus he's been working on, allowed him to flow around the criminals like they were statutes.

The first unconscious body dropped as soon as he finished his attack. The rest fell like dominoes shortly after.

Surveying his work, Spider-Man nods in satisfaction. That was all of them, knocked out without a shot fired. No jokes, but no one hurt. The police stood behind their vehicles in awe.

He looked to the assembled officers slowly approaching from their perimeter. "All your's guys", he shot a web and swung away, "be sure and tip your waitress!"

Well that wasn't too bad he thought, swinging through the buildings. Quick and simple. Everything was coming together.

He had years of experience and his Spider-Sense gave him an edge in any fight. The Way of the Spider was a great addition to his combat repertoire. And he asked Laura for help training to clear his mind recently, to try and get a grip on the 'taking to ghosts' thing. Who knew it would help in battle? Ok, he's seen enough old martial arts films to figure meditation and fighting would fit together like peanut butter and jelly, but knowing that and EXPERIENCING that were two different things.

He kicked butt out there! It was like when he started all over again. No trouble, no worries, just the knowledge that he could do great things if he tried.

The smile he had on his face lasted the entire time he dressed in his civies and walked back to his lab at Marvel Knights HQ.

Getting back into 'work mode', he addresses one of the latest hires for the Science Wing, "hey Mig, what do we got?"

Miguel O'Hara looks up from his microscope and rubs his face. Dark bags line under his red eyes. "This doesn't make any shocking sense."

Peter wasn't sure how Miguel being here would work out. The guy was arrogant around the test tubes, but had the skills to back it up. It's been working out... so far.

"I've run the process against every known weapon and power set of this decade", the future man grabbed a nearby clipboard and was thumbing through the papers. "Unless someone had a Cosmic Cube, one of the Infinity jewels, Molecule Man decided to go on a murder spree, or some shocking mad scientist designed a man melting gun we don't know about, I have no shocking clue how this human soup popped up!"

Peter grimaced over the 'human soup' comment. While accurate, it was disturbing to think that someone or something could do something like this.

"Not entirely true", the other person in the room, someone Peter never would have thought he would have seen again, spoke up.

Peter turned to the lady, "you got something Carlie?"

Carlie Cooper. An ex of his. Mutated by Osborn, she was cured and took off for parts unknown for a time. She came back recently, and Steve grabbed her to work with us, her recent history of superhuman dealings qualifying her for a spot in the lab.

There didn't seem to be any hard feelings, but Peter gave her a wide berth just in case.

She cleared her throat and informed her colleagues. "Several key chains in the DNA appear to have simply, degenerated. The person pretty much just melted into-"

"Human soup", Peter finished for her. Her specialty was Forensics, but she knew her way around some interesting sciences.

Horrible superhuman dealings, and him in particular, was what she left to get away from. As glad as he was to see her, he did wonder why she returned.

"And you found this out, how?" Miguel questioned with a raised eyebrow.

And here they go...

"Scientific investigation. Why? Future boy having trouble?" Carlie taunted him.

"With this primitive equipment? I'm surprised we're all not banging rocks together", Miguel fired back smirking.

"Alright", Peter cut them off. They joined around the same time. Miguel was playing nice until she figured him for one of the Spiders. Since then, he's taken an almost perverse pleasure in snipping at her, and she responds the same way. Peter almost feels like a third wheel sometimes.

"Ok", he says after getting their attention. "We know where to start, that's good. I'll take a closer look at some samples and see if I know something. You guys", he stopped, suddenly feeling uncomfortable. He wasn't trying to boss them around, just keep them on track. "Do whatever it is you do?"

The two glanced at him, then turned back to their stations. He technically IS the head of the lab, but they're professionals and didn't need him telling them how to do their job.

"Yeah, uh... ok then", he let it drop and went to his locked lab. With just the three of them, he left the large door open. Inside was various tech that he had developed for the Marvel Knights and for his own use. There was enough of a budget that he could indulge a bit here and there.

Over the next few hours, he examined the samples they had found. There were reports of strange noises and odd behaviors from several people here and there. Suddenly, their bodies broke down into cellular matter. This was too much for the NYPD, so the Marvel Knights were called in to investigate. Now it was up the the three of them to figure this out.

"Peter?" Carlie called from the entrance of his box.

"Hey Carlie", he called back, stretching his arms.

"How have you been?" She asked walking inside.

"Eh, up and down. Things seem to be on the up though lately. You?"

"About the same actually", she leaned on his desk. "Things were ok and I got the last of the Goblin Formula out of my system. Enjoyed some time away. But, New York is my home. I couldn't stay away for long."

"I hear ya", he looked at her face. Not a trace of Goblin left.

"When Steve Rogers offered me a spot on his lab team, I was hesitant. But I thought I might be able to do more good here than on the NYPD."

"Ah. Well we're lucky to have you", and he meant it.

"I didn't realize I would be working with you though."

And there drops the other shoe. "Oh. Yeah, I kind of work here", he scratched his face awkwardly.

"I know", she took a deep breath. "It's, not as difficult being around you as I thought it would be".

Peter was slightly shocked. Last time he had seen her and MJ, they both swore him off.

"I was, upset when I left. The formula may have been messing with my emotions, but at that moment there was nothing I wanted more than to get away from you".

She crossed her arms in deep thought. "I took some time and thought about it. And... s*** happens".

Peter chukled a little at her profanity, and she grinned at him. "Just wrong place, wrong time. I was targeted because I took the time to get involved. You do a great thing Peter. I may not feel like I used to about you, but, I think we could be friends." She held out a shaky hand.

He took it immediately. He smiled back at her, "friends".

They went back to work on good terms.

That's one woman he gets along with again. Last he heard about Mary Jane, she was doing trashy nude scenes in some tv show on late night satellite. Felicia was still evil and ticked at him. And Carol.

Carol...

The mother of his child. He hadn't spoken with her since that night on his roof. He still wasn't sure what he could do about it, but he kept working on it.

His apartment renovations were coming along. Some time this week it should be done. Laura was keeping an eye on it, then after that she'll start work as his assistant. Steve signed off on it and thought it would be a good idea to have an extra set of eyes on him.

May had been swinging by from time to time. She says she's been spending time around the city, getting to know it in this time. He gave her some spending money and told her to be careful.

Aracely had been talking with Laura more. Apparently Kaine came down with something so she's been getting tips on how to take care of him.

Jessica too seems to be under the weather, but MJ has been taking care of her. Pete was having a great time with Doreen and they apparently had a double date with a friend of her's and some guy. Name started with an, M? He wasn't paying too much attention at that point.

No word from Ero, but that was to be expected.

McCoy, Pym, and Banner have been working on the Apocalypse thing. They've kept him up to date, but there wasn't much he could help with at this point. Bobby was fully recovered, but they were still checking on Warren. They did ask if he'd seen Havok lately, but he figured he was busy with the Unity team.

Aunt May... he hasn't looked in on her in awhile. He'll need to build something to keep tabs on her.

Mystique, Logan's book, his unknown possible powers, things have been on the back burner for awhile.

A lot going on, but he felt he had a decent handle on things. For the time being anyway.

"Peter, you coming for drinks?" Luke Cage called out. A quick look at the time told him it was time to clock out. He was so in thought he didn't realize Luke showed up.

"Nah, got things to do", he answered. Luke gave him a knowing nod and took off.

A few minutes to close up and leave and he was swinging through the air again.

Two muggings and a minor villain later and he was ready to call it quits. He was swinging back home, the last rays of the sun were racing over the city, when he got a call.

"You have reached the offices of Banner and Walters. Need something smashed? We're your people", Spider-Man quipped over his earpiece under his mask.

"Peter? It's Steve", Commissioner Rogers announced himself in a serious tone.

"Steve? What's up?" Spider-Man parked himself on the side of a skyscraper.

"There's been another call. Someone reported the same circumstances of the melted victims", he took a breath. "Are you near the Bronx?"

-In a Few Minutes-

Peter Parker flashed his badge and slipped through the cordon line. Down the hallway and into a room the NYPD directed him to, he saw the half melted person slowly dissolving into a familiar pile of goop.

"Do we know who this is?" He asked a nearby officer.

"Yeah", the office turned a few pages in his notebook. "A Mr. and Mrs. Warren".

"There's two?" Peter asked.

"Yeah. The other is in the bedroom. The melting seemed to happen at the same time".

Peter nodded and grabbed a few samples with the evidence kit they provided him.

He then moved to the bedroom.

The body was found on the bed, in slightly better condition than the other.

She was blonde, and probably a beautiful woman at one point. The vaguely human shaped mass still had stands of blonde hair. Peter took a few and put them in a bag.

He didn't know what caused this, and he didn't know what else he could do at this point. He backed away from the body and started for the door before a picture caught his eye.

An older gentleman with a younger blonde woman. Smiling and looking like they were having a good time in some kind of lab.

But their faces...

Mr. and Mrs. Warren... Mr. MILES and Mrs. GWEN Warren.

Clones...

He reviewed everything he could on the case in his mind.

Cellular Degeneration.

The same thing Kaine suffered for years.

What happened to Ben Reily after the last blow.

Something has been affecting clones, breaking down their genetics, turning them into piles of DNA mess. Something going around the city.

"No... KAINE!"

-Another Apartment-

Carol finished the stir fry she was making and turned off the stove.

There was enough for 5 full grown people, so enough for her and a plate left over for her guest she was expecting.

And like clockwork, the young woman swung into her living room.

"Just in time", Carol told her and began setting the table.

"Sorry", the young woman said, letting her mask peel from her face. "Foiled a few petty crimes on the way here".

"Yeah, I'm used to hearing that", the older blonde commented in good nature.

Taking her place at the table she waited to be served. "Heh, yeah. So where was I?"

Carol made her own plate and sat in her seat. "You were telling me about making the basket ball team".

"Oh yeah", the young woman replied. "So dad was hesitant about letting me join, but mom told him it would be alright..."

-Another School-

A dark, imposing figure watches his servants build his glorious alter. Only days remain until-

Hmm. One of his servants have been cut off from his power. This was... disconcerting.

No matter, the survivor has been captured, and his engineered disease had begun spreading through the world, so his greatest enemy will soon be indisposed.

Only time remained. And he was VERY patient.


	20. Chapter 18

"Peter!"

"No!" Spider-Man screams, swinging as fast as he can.

"Peter!" "Peter!"

"Stop!" He ignores more of the blondes that have been appearing on every rooftop, street, and fire escape.

"You didn't save us", the figures declare.

Spider-Man continues swinging for all he's worth. The familiar faces haunt him from every rooftop, open window, and fire escape. Dozens, maybe hundreds.

Every face, the same as her's.

How many Gwens did he clone?

And why now? Was it because of what's going on? He already figured that his emotional state influenced his powers to a degree.

He was lost and confused when Ezekiel spoke to him. After visiting May, he thought a lot about his daughters, and Mattie Franklin, a daughter like figure, showed up to rip him a new one for not saving her. Now this clone degeneration plague appears, and his concern for Kaine (and a few others now that he thought about it) has Gwens popping up everywhere he turns.

He realized a week or two back he needed a clear head for things to come, hence his lessons with Laura.

Landing on an open roof, he closes his eyes and blocks out everything. He can hear all the Gwens surrounding him, asking why he didn't help them. He ignores them the best he can.

Breathe in.

Hold it.

Exhale.

Empty my mind.

The world around him goes quiet, except for the sounds of the city. He opens his eyes to find himself alone.

"Hmm. Gonna give that girl a raise", he says to himself, running off the roof to continue his journey.

-Kaine's Fancy Hotel Room-

He's a red and blue blur by the time he hits Kaine's and Aracely's open hotel window.

Landing in a swank living room area, Spider-Man is treated to the sight of Kaine, wrapped up in thick blankets with a thermometer in his mouth and an old style rubber hot water jug on his forehead. Aracely, in her normal clothes except for a nurse's hat, completed the Loony Tunes like scene.

"Peter", Kaine stood up, most likely glad for the interruption. He shook off the blankets and the rest of the gear his charge loaded him down with. "What's up?"

Spider-Man examined him closely. No degeneration. No scaring. No melting. In fact, it looked like he had a-

"Cold", Aracely interrupted his train of thought. "Just a cold. He caught it when he jumped into the river. He doesn't have that cell dissolving thing the clones in the city are breaking down with." She pauses in thought. "Weird, you both thought of Gwen."

Kaine shook off her observation and narrowed his eyes at his brother. "Parker", oh great, he's back to using the last name again, "explain."

Peter's mask peeled away and he rambled on. The mysterious meltings, the case he's assigned to, a Gwen and Miles Warren found in the city, and untold numbers of Gwens and other clones falling prey to whatever is going on.

"Except me", Kaine finished. Peter nodded. He would be concerned this cold would be just the start of something worse, but if the girl with uncataloged mental super powers was saying everything was fine, who's he to judge?

"I'd still like you to get checked out at the Baxter Building though", Peter told him. Uncataloged mental abilities or not, better safe than sorry. Aracely apparently agreed, and left into another room.

"Like hell", Kaine replies. He cuts off Peter before his speech starts. "I've been examined, cut up, and experimented on. No way in hell am I going to let some creepy stretchy guy get his fingers on-". He's interrupted by his Scarlet Spider suit landing on his head.

Pulling his costume off his head, Kaine turns to the attacker. Aracely stands with her Hummingbird suit hanging from her arm.

"He's concerned for you. You're worried too. Help each other and get checked out", she tells him before leaving the room again.

The two look at each other. Peter shrugs. Kaine glares at him. "Ok then", he declares before finding some privacy for a costume change.

Peter finds himself alone in the large room. The fact that Kaine doesn't appear affected by whatever is going on eases the tension slightly. But how many others could be...

It comes to no surprise to him that his phone begins ringing at this point. Bracing himself for the worst, his costume opens up to reveal the pocket of the shorts he has on underneath. He pulls the phone out and checks the number.

"Who in the world is this?" He asks himself. He doesn't recognize the number, aside from it being from the local area.

He answers. "Hello?"

She screams, "Peter! Get your a** over here now!"

Carol. A hundred different scenarios pop into his head. His mask reforms and he leaves the hotel like a lightning bolt.

"What's going on?" Spider-Man yells into the receiver.

"It's May!", over her frantic words, he can hear pained grunts and thrashing. "Something's wrong, she just fell over and her costume looks like it's melting!"

Not just May. April too. They'd merged into one being to survive, now that connection is hurting both of them. His girls.

He kept on course for her apartment, plans forming in his mind. "Carol, grab May and I'll meet you en route. Head to the Baxter Building. I got a few calls to make."

She agreed and he heard the sound of her costume forming before the call was ended. Mentally judging each of their speeds, and distances they needed to travel, he figured they would intersect about a third of her way to the Baxter Building.

Just enough time. He dials his contacts and swings for all he's worth.

-Baxter Building-

The landing is clear for Spider-Man and Captain Marvel. The roof top is open and the two drop straight into one of Reed's labs. Susan reaches out for the third member of the arriving group and picks her up gently with a force field. May is placed in an open tube filled with some green liquid and the lid seals over her. Spider-Man is silently watching the young woman slowly appear to pull herself together.

"Nutrient and oxygen rich techno womb of my own design", Reed informs him while typing on one of the many computers hooked to the machine. "She won't drown, and the fluid should slow the damage down until we figure out what is happening".

His mask peels away and Peter grunts in acknowledgment. May's eyes crack open and she places a hand against the glass. Peter puts his own against his side of the tank, trying to give the girl any comfort he can.

"Why was she at your apartment?" He finally asks Carol. There was no time to play 20 questions on the trip.

"Her and that Scarlet guy popped into my place about a week ago", she stands beside him watching May. "She wanted to talk about... things. I guess when it didn't look like a fight would break out, the guy left. So we talked. And then I invited her to dinner at my place the next night. And then the next night. And it became a thing. We just talked. It was nice."

She shifts her gaze to him. "You never told me about her."

"To be fair", Peter's eyes didn't leave his daughter's pained form. "We haven't spoke much lately."

"You didn't tell me about her from around here either", he got her meaning. The little girl he lost.

"You never talked about Marcus", she wants to play hardball? He's game.

Carol glared, then turned back to May. "I thought everyone knew about that."

He felt like a jerk for the comment, but to him it still felt justified. "I wasn't interested in what everyone else knew. I was fine if you never wanted to talk about it. Just pointing out some people have things they don't bring up."

She turned to walk towards Sue. "I thought we were close", she commented softly.

"So did I", he turned to watch her go. "But you pulled away", he says quietly to himself.

"Enough with the drama Webs", Johnny Storm walks up to him with the Thing carrying an old steamer trunk behind him.

"Johnny", Peter directs to his friend sounding worn out. "I told you to grab 3 notebooks. Not the entire thing."

"Yeah, but flame brain forget which ones", Ben informed him setting the trunk down in front of him.

"Figures", Peter says absently. He pops open the lid looks around while Ben and Johnny argue.

The hero is so focused on his task that he doesn't even notice Valeria stand next to him until she clears her throat.

"Oh, hey Val", he greets her and goes back to his search.

She looks into the old trunk. Inside she sees a large metal box and several dozen spiral and composition notebooks.

"What is all this?" She asks picking one up at random to look through.

He has two of the three he was searching for. "Over the years, I've ran into a few strange things here and there. Sometimes I've actually had to use my head", he chucked slightly.

Valeria barely notices, completely drawn into what she's reading.

"Whenever I had an idea or a theory, or I made something, I would put it on paper. Sometimes, what's on that paper would actually be useful", finding the third book, he gathers them up and turns to the girl. "It's just silly little ramblings of mine mostly, but I trust Johnny to keep them safe. He had Reed make a pocket demension thing awhile back and only Johnny knows where it is. We got a system to break it out every now and then."

He looks at the notebook she was looking through. "Oh yeah", Peter sounded a bit embarrassed. "That's my anti-Hulk level defense book. Don't believe anything in there, I doubt anything would actually work."

Valeria looks up to the hero clutching the book tightly, "may I look through these?"

He was about to say no, but the look of scientific interest on her face changes his mind. "Sure kiddo", he ruffles her hair as he passes by, "don't rot your brain too much though. And keep them safe for me ok?"

He thinks two or three and she'll quickly lose interest. Her dad's Reed Richards. The man has burped higher quality stuff than he's scribbled down.

Valeria drags the trunk past her still arguing uncles to find her brother and a quiet spot to examine this newly found library.

Peter walks past Carol and Sue to talk to Reed, at another computer checking another readout.

"Stretch", the younger man gets the FF leader's attention. "Here's all my notes on cloning. It's not much, but I'll give anything if it might help her."

Mr. Fantastic continues typing with one hand, stretching over the keys and producing more finger like appendages. With his other hand he picks up the top notebook and peers through it. His attention is slowly riveted to the papers in his hand and all typing stops for a moment so he can hold the notebook and turn pages more efficiently.

"Peter" He looks to him over his readings. "Where did you find these?"

Peter starts to feel a bit self-conscious. "I wrote them?" It came out more like a question than he meant it to be. "I've had my fair share of dealing with clones. I've picked up a thing or two here and there."

Richards turns back to his computer making adjustments, referring occasionally to the book he held. "These notes are remarkable!"

Hope flickered in Peter's chest, "so she'll be alright?"

Reed's face turns serious. "She stands a better chance to survive until we can discover a remedy."

Ah. Well time to do some serious Science.

He starts to take a station at a random computer to see what he can accomplish when Reed stops him. "In the meantime, could you look at our other guests?"

Guests? ... Oh yeah, Kaine and Aracely.

Peter reluctantly turns away from the work and finds Sue motioning him to follow her. Carol seems to have taken his spot in front of May's tube.

He follows the blonde woman into another lab. Kaine and Aracely were there, looking the same as when he last seen them. A younger looking him and Squirrel Girl were there too. And two human size, half spider transformed teens in identical tanks as May's.

Doreen was the first to notice him and points him out to Pete.

The younger him walks up. "I wasn't going to put on the costume, but things started happening and we needed to move quick and-"

Doreen takes over, "Spider-Girl finds him and started questioning him and all of a sudden she starts shaking and-"

Pete's turn, "and I didn't think, I just found my old costume and grabbed her and we hightailed it here except-"

Doreen, "my friend Nancy called and it was an emergency. Her boyfriend Miles started acting the same way so we picked him up too, and here we are!"

Spider-Girl. Anya. And Miles Morales? Except this world's Miles Morales. He knew he was at ESU, but he wasn't sure if he wanted to make contact or not. Too late for that now.

Peter was at a loss for words. Turning to Kaine, the man merely shrugged.

The questions forming in his brain were squashed by Susan, completely forgotten by his side.

She reached up to a communicator in her ear. "Yes dear? Ok." She grabbed him by the arm.

"We have another one incoming", and she pulls him to the other lab.

Just finishing her landing, he sees MJ, in civilian clothes except for her mask, holding a figure in a blanket.

When the figure is dropped in the newest tank that extended from the wall, Peter stares in shock.

"Jess!", his voice coming from another him, slightly higher due to age, calls out to the figure.

Pete and Doreen rush up to the glass. Jessica looks slightly more stable than May.

Probably because of differing cloning techniques of their demension, Peter thinks absently.

Reed stretches between the two large machines, typing this and that, still pouring over the notebooks.

Totally focused on his work, the man asks his wife to answer the sudden emergency calls.

Sue steps away from where she helped Jessica into her tank and swipes her hand through the air. 3 holographic screens appear in thin air.

Hank McCoy, with the Hulk pining down an old cyborg guy with Hank Pym looking like he's administering some kind of needle to him in the middle of a hurricane in a lab appeared in the first screen.

Tony Stark screamed into the second screen with the rest of the Avengers fighting what looked like a human thunder storm at Avengers Tower.

Commissioner Rogers was in the third, at Marvel Knights headquarters. Luke could be seen in the background, wrestling a mutated spider lady. Other spider ladies, in various states of degeneration, ricochet back and forth chased by the other members.

"Mrs. Richards, if your husband isn't terribly busy-"

"-Ragnarok! Clor! Whatever you want to call him-"

"-look like Spider Queen. We could use-"

"-the Cuckoos are affected as well-

"-Parker? Get your a** here and fix this!"

"-could use your help here son-"

"-any clue Peter?"

"Parker!"

"Peter!"

"Bug Man!"

Peter took a step back from the screens, a little overwhelmed. Everyone in the lab looked to him.

"Well hero", he turned to the speaker. The Jackal, leaned up against May's tube. "How are you gonna mess this one up? Hahaha!"

Before he could comprehend why the Jackal was even in the building, another Jackal walked through a wall, laughing in harmony with the first. And another arrived. Then a Miles Warren. Another Miles. Another Jackal.

Dozens of spirits. Dozens of dead clones. Laughing their hideous laugh.

He couldn't concentrate. Couldn't think. Couldn't even breathe. He crouched to the floor, hands over his ears. He couldn't keep out the laughter.

"Peter?" The voice of an angel called out to him. Expecting the shade of his blonde ex, he was only half right. She was blonde.

"Are you ok?" Carol lightly touched his shoulder. Even as upset as he made her, she still cared. Taking her hand, she helped him stand, and the laughing of demented specters faded away, back to where they belonged.

"Yeah", he held her gaze. They looked into each other's eyes for what seemed like forever.

"Parker! Did you hear me? I said get here now!" Stark spoke up.

Carol quickly looked away and walked back to her vigil by May.

A quick look around the room showed mostly everyone still watching him. Some in confusion over his earlier breakdown, and some with small smiles over what just happened.

He coughed. "Ok", he turned to Reed. "How are we doing here?"

"They have both stabilized for the most part." He consulted a spiffy tablet he was now carrying. "Degredation has slowed to a crawl."

Good. That buys them time. "Dr. Richards, you got things here?"

The doctor looked up from his work long enough to give him a thumbs up.

"Groovy", he turned to the holo conference. "Steve, I'm going to send a few people your way to help."

The commissioner nodded. "We'll be expecting them." Steve turned off his end of the call.

"Stark", Peter called with a bit of venom in his voice. "You and earth's mightiest are going to have to hold the fort."

"What? No way, I'm ordering you-"

"I'm not an Avenger remember?" Peter took a bit of glee in cutting him off. "Besides, we don't have a cure yet. You've got the strongest team on the planet, hold him till we think of something."

He waved away the screen before Stark could open his mouth again.

He turned to the last screen. "Hank. I got a feeling here."

"Indeed", McCoy replied, examining the new sleeping patient. Pym was helping Banner stand from the de-powering in the background. "Methinks this was not a coincidence."

"Ya", two and two equaled four. "Speak with Cyke lately?"

"Not a soul from our sister school has answered my calls."

Hmm. And that's where Emma hangs her designer hat.

"I'm swinging out to you". As much as it hit him personally, he felt like he was just caught in the crossfire. "I think we can get some answers if we crack our heads together."

"Indubitably", the blue scientist agreed. "We will be expecting you."

"Right", Peter ended the call. "Kaine?"

The Scarlet Spider sighed, "already on it." He called out, "MJ, Aracely, you're with me."

"I'm in costume, it's Hummingbird", the younger woman replied.

MJ just nodded. She cracked her hands, itching for something to do. Just had to grab the rest of her costume at home.

"Pete", the younger Parker turns away from his family in the tank. Doreen stood beside him holding his hand.

"Help any way you can. You're a smart guy. Keep an eye out for our people."

Peter gets a small nod from his demensional other before he turns back to Jessica. Doreen moves closer to him and wraps her tail around them to provide any support she can.

"What ya need us to do?" Grimm asks, speaking for himself and Johnny.

"Uh", he turns to Sue.

"It's your show Peter. Reed may need my help. You already have some idea in mind", she starts to walk back to her husband. "Your family is our family."

Right. Thor bless Susan Richards.

"Torch, Thing, let's head to the Grey School. They might need extra help if this is as bad as I think it is." Peter's mask forms back over his face, going into full Spider-Man mode.

"We can take the new flying car", Thing announced, heading to the hangar.

"Let's burn out Web Head", Human Torch follows his rocky bud.

Spider-Man follows until Captain Marvel falls into step beside him.

He doesn't break stride when he turns his head to look at her.

"I'm coming too", she states the obvious. "When you think something's bad, it usually means world threatening."

"Right", he can't help but feel a little better with her beside him.

May, Jessica, Miles, and Anya were in good hands. They'll figure everything out.

They had too.

-Somewhere in North America-

He could feel his enemy twisting in pain. The body may be resting, but the mind was alive in agony.

The survivor was locked away, sealed from the energy that powers him.

And tomorrow at dawn, the razing of the earth will begin. Leaving something better.

His earth, fit for the strongest.


	21. Chapter 19

(Warning: Off the wall made up science and comic book logic ahead)

The group parked the "car" in the hangar and marched to the nearby lab.

Three of the smartest people on the planet, and they asked for Peter Parker. It worried the hero slightly.

He heard the arguing as soon as the lab opened.

"- used it as soon as you knew it would work!" A green haired lady in sunglasses had her arms crossed and voice raised at the Beast.

McCoy looked a bit different since last Spider-Man had seen him. Still big and blue, but his face lacked a bit of the animal he had. Still fangs and pointed ears, but blunted slightly.

Answers were forthcoming. "I had to make sure it would work properly. I may have lost my azure countenance if I had not."

Hank Pym and Bruce Banner were in front of a tube holding the unconscious body of Cable, trying to ignore the drama in the room.

"So?" Green mystery lady continued. "Blue, pink, polka dots, it wouldn't have mattered", she poked his chest. "You had that Apocalypse stuff in you. Better you turn completely human than leave that inside you."

"Would you have stayed?" McCoy asks sadly.

Ah, Spider-Man thought. This must be Abigail Brand. McCoy had mentioned her from time to time. Was incredibly drawn to his furred body. They were something of an item.

"Don't be an idiot, genius." She stepped to him, yanked his head down and gave a searing kiss. "I came for the blue monster, I stayed for the man inside."

He smiled slightly until she smacked him in the head. "And someone has to keep you in line! Leaving that c*** in your body to keep me around? Don't be so stupid!"

She turned to exit and noticed her audience. She nods to them, giving Captain Marvel a curt, "Danvers", before leaving.

"My apologies comrades", McCoy began after the door sealed. "Abigail can be high strung at times."

Johnny whistled, "you got a fiery one big blue."

Big blue agreed with a chuckle.

Spider-Man smiled. Good for him. Life continues on.

The X-Man turned businesslike. "Now Spider-Man, the reason I asked you here."

Spidey was led across the room to the other geniuses. Carol followed and Johnny and Ben amused themselves with various things they could find.

Aside from Cable, the red and blue hero noted three identical young women in their own tanks and a fifth tank open with...

"Oh no", Carol held her mouth and gasped. The remains of some poor soul floated in a pool of fluid at the bottom of the open machine.

"Yes, the young woman appeared more susceptible to this malady than others." McCoy informed them solemnly.

"Who?" Peter asked, his mask pulling away from his face.

Pym cut in. "A girl with fairly strange genetics. Some blend of mutant and spider and definite markers indicating cloned tissue."

Peter narrowed his eyes. "An experiment." It was not a question.

"By the nefarious Jackal we have come to understand", Beast finished. A moment of silence fell over them.

Figures. If it's experiments with spider DNA, you can bet the Jackal was involved.

Wait... "why was she more susceptible?"

This time, Banner answered him. "We're pretty sure because of her genetics being extensively tampered with. Her structure wasn't as strong as a normal clone."

Made sense. May wasn't a full clone. She was human (Spider-human anyways) that merged with a clone/symbiote of herself to save them both. It was only part of her being affected.

Jessica was a clone of her world's Peter Parker. But it was assumed because of the cloning techniques there, she may have an edge fighting this thing.

And Kaine... there was no telling. He showed no signs of falling apart.

"Ok", Peter was trying to get his head around everything. "I get the Cuckoos", Emma had spoken about them before, "but Cable? I didn't know he was a clone."

"He is not", McCoy replied. "His mother however...", he left unsaid.

His mother? Wasn't that Jean? Cyclops and Jean Grey. Was it a clone of Jean?

A snap of fingers drew his attention.

"Madeline Pryor!" Pym said in remembrance. "She was behind that Inferno thing a few years back, right?"

"Indeed", McCoy affirmed in slight revulsion. "She was created by Sinister as a brood mare to carry Scott's child"

He gave the group a quick rundown of the circumstances and Peter let his mind wander.

Pryor was Grey's clone. She birthed baby Cable. So, that's her inside him being torn apart by this plague. Peter felt for the guy.

And Emma's kids, given their circumstances. For all the people affected by this. It hit him and his family hard, but there were others that suffered as well. He needed to help, to do something.

"What did you need me for?" He asks after McCoy finished his story.

The three brilliant men turned to him, making him slightly uncomfortable.

"Well", Banner began, "after thinking about it, we came to the conclusion that you're the closest thing to an expert in cloning on the side of good."

The younger scientist stood slack-jawed for a moment. "Excuse me? I think I had some crazy in my ear."

"It's true", Pym chuckled.

Great. They were looking to him on this. Yay...

"What about Clor?", he asked Pym.

Henry looked a bit sheepish. "A portion of "Clor" is cybernetic. Aside from allowing us to program his mind, it kept his body from falling apart."

Ah. That was interesting. Didn't make this situation any better though. They needed his help to save Cable and the triplets. Reed was no closer to curing his girl and "cousin". No telling how many others were suffering right now.

It was time to web up, or shut up. And baby, his mouth never stops.

"Any progress so far?"

-A Few Hours Later-

It was past midnight. The four scientists poured over every note, every scrap of information, and every experience between them.

Carol stayed nearby, currently propped up on two large chairs with a lab coat draped over her while she slept.

Johnny and Ben went up to the school for food and were supplied guest rooms for the night.

Reed was on a holographic screen. Zero changes. Degredation not completely halted, but slowed considerably. The same processes now being used in the X-Lab.

Kaine's team wrapped up the spider lady business. Shortly after, they turned into piles of human mush. Kaine assured he was fine, but Aracely said he was a bit tore up over watching them suffer a fate he had recently escaped from.

They, along with Pete, Doreen, and MJ, crashed at the Baxter Building.

Miles and Anya, it was discovered, were suffering from the same problem, only it was their Spider DNA that was breaking down, hurting them and slowly killing them.

They were both recipients of spider powers from the Spider-Island event. Anya initially was kept from changing into a large spider. Miles' spider abilities were apparently dormant. He appeared immune to the spider bite for a time. No one even knew he was bit. Whatever was affecting clones, activated those genes and turned both young people into half spider monsters.

That led to a random breakthrough.

"It was the same spider", Peter said, mostly to himself.

Banner nearby overhead him though. "What was?"

Peter dropped down to the floor from his spot on the wall. "It was the same spider that gave me my powers. It has to be."

McCoy and Pym turned away from their work. Pym's face was questioning, "how do you know?"

The arachnid hero broke it down. "It makes the most sense. Jackal was behind the Spider Island event. He's also an expert in cloning and my DNA. There's rarely been a successful recreation of my abilities. If you were planning for all of Manhattan to get spider powers, and you were sitting on a ton of grade A spider genes, how would you go about it?"

"I see", said the blue man. "You believe he mass produced clones of the spider that granted you your abilities?"

"Yeah", Peter rubbed his forehead in thought. "Most likely from samples of my genetic material." The original spider was long since digested by the monster Carl King.

"So you're implying the solution could be the Anti Venom cure?" Reed chimed in over the open holo connection.

The younger scientist mulled it over. Kaine was cured of his degeneration from being dumped in a pool of the stuff. Although he WAS mutated into a large spider creature at the time.

Could it work?

"I think", he finally answered. "How did the AVC (Anti Venom Cure) work?"

Reed cupped his chin in thought. "It entered the bloodstream and stripped each cell of particular impurities and used its innate healing properties to repair any damage."

"That's why other super powered people kept their abilities! The AVC removed the cloned spider genetics and healed the cells!" Pym added excitedly.

Peter thought about it. It did remove the spider mutation from Kaine, but he was a clone. Could it have broken him down too? How did it differentiate which cells to heal and which to remove?

The FF leader interrupted, "the point is moot. We have no more of the cure in stock."

"Could more be synthesized?" Banner directed his question to Peter.

"I'm not sure". Peter was racking his brain! There was too much unknown. He felt on the verge of some answers, but kept getting blindsided by more questions.

"Originally", he started thinking out loud. "Eddie Brock had the Venom symbiote. Somehow, I think whatever Mr. Negative did to him, caused whatever was left of the alien in his body to change and become Anti Venom."

"From what little I could examine of it, it appeared to be white blood cells mutated with alien DNA by an unknown energy", Reed added.

The stressed hero began to pace the lab. "So white blood cells, combined with alien symbiote, and some random energy factor?"

"Indeed", the man in the screen agrees.

The lab goes silent except for the frustrated steps and constant beeps from the machines there.

Peter halts his walk suddenly. "Martin Li."

McCoy immediately begins typing on a nearby computer while the others prompt the thought to continue.

"Eddie mentioned something about Martin Li curing his cancer. His was around the same time he changed into Anti Venom."

"Aha!", McCoy exclaimed. "Martin Li, otherwise known as Mr. Negative." He looked to the group. "I pulled his information off of the Avengers archives."

The three others gathered around to see the screen. It showed mostly his criminal records, which Peter already knew some of it. He scanned lower and lower until he hit pay dirt.

"There", he pointed at the screen. "This power. Healing energy."

Banner stood straight rubbing his eyes. "That could be it. The healing energy may have fused the white blood cells and symbiote together."

"Yeah", Peter agreed. "Now I need to know where to get me some of that." He resumed his pacing. "I had the symbiote at one time. If Eddie didn't drain it away from me, and we can recreate the conditions, I might be able to generate Anti Venom."

Pym turned to him. "But there wouldn't be any idea what that could do to you. Or your powers."

"That's a risk I'll have to take", was the only answer he could give. He'd do anything for May and April. And he might be able to save some other people too. He had to take the risk.

"Not really", came a feminine voice from behind Reed on the holo screen.

Aracely was standing from her nest of blankets and pillows she made between May's and Jessica's tanks.

"May and April volunteer. They already have the symbiote, and April can grab the white blood cells directly." She informs everyone before she yawns.

"No way", Peter goes into dad mode. "Their both weakened from whatever hit them, and there's even more risk of uncertainty. No way."

Aracely looks like she was about to argue before she tilts her head, like she's listening to something. "If it saves May and everyone else, I'll do it." She looks to Peter. "That was April."

He stands still, looking past Reed and Aracely directly to May. May and April. They may be one, but that's still both of his girls there. And one may be sacrificing herself so the other can live.

"Ok", he says before he could choke up. He wipes a little moisture from his eye. "We still need the energy to make it work."

"Iron Fist I believe is on duty tonight", Reed begins. "His "chi" I believe could substitute for this healing energy."

"Good, call him and set everything up. I'm on my way", Spider-Man reforms his mask and heads for the door. A strong hand stops him.

Carol let's him go and stretches, showing a slight belly bump for those who noticed. "I'll fly you. It'll be faster than the Fantasticar."

He nods in affirmation. The others in the lab return to their work, hoping that this cure will save the various infected.

Captain Marvel grabs Spider-Man by the waist and takes off from the open hangar.

The air between them is tense from the entire day previous. Things that were said, things that were left unsaid, and the worry for those that are hanging on to their lives.

Spider-Man was the first to break the silence. "We should talk."

"There's too much going on for that, don't you think?" She asked in a neutral tone.

"I don't mean right this second. After all this is done and we can breath a bit, we should talk."

"About?"

"Things. Things and stuff."

She sighs. "I may have been a bit hasty in my decisions."

"Like Quicksilver after a pot of coffee."

She tries to hide a smirk with a frown. "Anyways, yeah. Maybe we can talk. After everything."

"Sounds good", he remarks just before she sets them on the roof of the Baxter Building.

They take the elevator straight to where they left May and the others.

They find Reed shaking Iron Fist's hand and talking to him while the rest of his body was typing away at a terminal.

The martial artist turns to them as they approach.

"Congratulations Captain Marvel. Spider-Man." He bows to them with a fist in his hand in front of him.

Carol immediately turns to the arachnid with an angry frown.

"Don't look at me! I didn't tell him!" He states with his hands up in front. "He can probably read our ki or something."

"It's chi", Iron Fist corrects him. "And no, I heard from Luke. He apparently still hires Squirrel Girl to babysit from time to time and heard it from her."

"Ok", Peter says, showing his face once again. "She may have gotten the news from one of the Spiders."

After one last glare, she turns back to the white and yellow clad hero. "So, you think this will work?"

Reed calls them over to May's tank.

"I am uncertain. But Dr. Richards assures me the theory is sound."

Mr. Fantastic drains the fluid from the tank and adjusts the entire machine to horizontal. Peter helps his daughter into a more comfortable position once it opens.

She coughs some of the fluid out and cracks one eye open. "Hi dad", she tells him in a weak voice.

"Hey girls", he brushes her wet bangs out of her face. "No matter what happens, I'm proud of you. Both of you."

She smiles a bit, looking pained as bits of the symbiote looking costume look like it starts to melt.

"We should proceed", Reed tells them.

Peter and Carol back away from the table while Reed places several monitoring devices to her.

After placing the last of the cables, he gives Iron Fist the signal to start.

Danny Rand, the Immortal Iron Fist stands at the middle of the table over the young woman. Hands placed together in front, he concentrates. Soon, a glow appears over his hands and slowly brightens.

Peter looks on in worry as the martial artist gathers his healing chi. A sudden pressure on his left hand causes him to look down. Carol's hand is holding his, trying to comfort him. She doesn't meet his gaze, but gives his hand a tiny squeeze.

Turning back to the operation, Iron Fist finishes gathering chi. Concentrating it all into his right hand, he places just below the patient's collar bone. He floods healing chi into her body and staggers back in exhaustion.

The machines begin beeping loudly and faster until it's all one loud noise.

Peter tears himself away from Carol and rushes to his daughters side.

May is thrashing on the table, her strength making dents in the metal where she strikes.

Peter grabs her shoulders to try and calm her down. In the chaos, he doesn't register his Spider-Sense screaming at him.

From inside May, grey-white ooze shoots out in tendrils, some striking her father.

He idly remembers the last time this happened, when Eddie Brock tried to drain every bit of symbiote and radiation from his bloodstream.

The last thing he hears before he fades away is Carol shouting his name.

-Old Weapon X facility in Canada-

The dawn of a new day.

His great weapon was ready, rising into the air.

His forces were ready to carry out his bidding.

He was ready to ride to his long sought victory.

Survival of the fittest.

-Beast's Lab-

Rachael had heard Spider-Man was at the school, but she was too late to talk to him that morning.

Two of Hank's friends were downing their 20th cup of coffee and Hank himself was looking at Nathan's vitals.

She approached Hank to ask when Spider-Man was coming back when she felt a hard psychic message, angry and in pain.

Hank caught her before she fell.

"Rachel! Are you alright?"

She shakes her head to clear her thoughts.

"A message." She looks to Nathan Summers, in great pain in his tank. "About Apocalypse. And Scott."

"Yes, we have surmised that as well. Apocalypse had more than likely taken over Scott's school and subjugated those that remained there. Scott is probably his tool by now. Do not fret, we will get our people back."

"No, you don't understand", she grabs his arms and looks him in the eye.

"Scott IS Apocalypse!"


	22. Chapter 20

"Ssspider-Mannn", called the large, green spider.

Peter woke up with a large headache. Squinting his eyes from the light, he attempted to sit up. He found help doing so.

"Dad? You ok?", May asked him. Peter turned his head, the effort almost making him pass out again, to look at her.

Her face was the same he started associating with his teenage daughter. From the neck down however, looked like a Rule 63 Anti-Venom.

"Me?", the tired hero asked, "what about you? Are you ok?"

"I'm great", she gave him a smile. "It worked."

"It did indeed", Reed Richards added, walking into the lab.

Peter noticed he was laying in one of Reed's other labs, one for medical observations if he had to guess. He rolled off the gurney, May helping catch him and stand him up.

"So April and Jessica?", he asked, hanging onto May for support.

"I'm still running tests on Jessica, but April-"

May hugged her dad a little harder, "I'm fine. She's fine. We're fine."

Giving her a squeeze, he moved away slightly, finding he could stand up on his own again.

Score one for Spider-Recuperation powers. Wait a minute...

He turned and placed his hand on the bed he was laying on. He pulled it upward with his palm. Spider-Strength and Stick 'em powers were a go.

He questioned Mr. Fantastic.

"I'm aware of Anti-Venom's effect on your biology", he began, running through a few notes on some palm top device. "My theory is that the radiation in your body acted as a binding agent between your DNA and the spider's. Anti-Venom could remove that radiation, which would put your body into shock and prevent your abilities from functioning. Even in his proximity, his unique power set could draw radiation from standing too close."

He turned to May. "This young lady finally removed the entirety of the radiation from your bloodstream, the shock of it rendering you unconscious. However, the radiation binding your DNA also, I believe, had the effect of preventing your genetics from mutating into its ultimate conclusion."

Peter looked at the scientist in concern and slight dread. "And what would be that conclusion?"

Reed's smile belonged on a 6 year old in a toy store. "I do not know." He chuckled slightly, "exciting, isn't it?"

"Yeah doc", the possible genetic time bomb stared at his hands. "I'm all a twitter."

"I don't believe this to be a problem Peter", Reed attempted to cheer the younger hero. "From initial scans it does not appear you will irreparably mutate into a large spider monster. Merely, you should become some perfect form of Spider and Human."

Peter chuckled. "Oh is that all?"

"Yes", Reed, satisfied that his friend appeared fine for the moment, returned to his work.

Peter shook his head free of the last of the cobwebs and willed his suit to him. Across the room on a counter, the red and blue pile dropped to the floor and slid across the room to form over his body, becoming Spider-Man once more.

"May, how are you two doing?"

"Ok", she looked confused. "Kind of? I mean, we're better than we were. Or I guess I am. We're the same now. No May, no April, just me."

He didn't know how to take that. "Ok? Is that- did I lose one of you?" Que parental concern.

She was quick to correct herself though. "No! No, we're still here. Just, there's no we anymore. Just me."

"Ok May, if you're sure."

"April", she corrected him. "You already have a May, even if you never met her." She hugs him tight. "I think I'll give April a chance."

"O... k?" The Web-Head agreed reluctantly. Sounds like something major happened, but if she says she's ok, then it can wait.

"So, April", back to business. "Status report."

She mocked standing at attention and saluting. "Myself and Jessica show no more signs of deterioration. Anya and Miles have stabilized and are humanoid again."

He thwiped a web to snag his phone from where his costume was sitting while she continued. "The cure was shipped to various locations around New York. Cable, the Cuckoos, and various recipients of cloned organs are stable."

Huh. He didn't even think of cloned organs. Well he was glad they got help.

He scanned his messages.

"Doreen almost turned into a super villain."

THAT made him pause.

April chuckled a bit. "I know! But Pete was depressed about Jessica and was pulling the "my Parker luck puts everyone in danger, so I'm breaking up with you to save you" bit. Found her plotting to steal the world's supply of airline peanuts. Got the scoop and gave her a pep talk. Parkers act like that from time to time, but if she truly wanted to be with him, she had to fight that depression of his. And know that it'll probably happen from time to time. She cheered up and last I heard she had him pinned in the hallway giving him an earful that mom would be proud of."

After she dropped the M bomb, April saddened a bit and looked away.

He wasn't having any of that though.

He threw his arm around her shoulders. "You did good kid. I'm sure they would be as proud of you as I am."

Her smile made him feel 100x better.

Disengaging from her, he returned to his messages.

"It is too late for it to work. I will stay with them until it is over."

That message hurt him a little. He text back a quick 'ok' and pocketed his phone.

"Do we know what caused this?"

April looked confused on how to answer, but a rocky voice cut in.

"The big bad the X-Men are trying to head off", Thing announced from the lab entrance. "That Apocalypse guy."

Apocalypse? He figured. Ever since Beast was working on his Apocalypse Strain cure, things have been leaning in that direction. Word was, Cable was the first hit and it spread from there.

His family was just bystanders that got hit in the crossfire.

This just got personal.

Spider-Man tightened his fists. "What's going on?"

Ben Grimm, now that the Spiders noticed, looked a little roughed up. His black and white unitard was torn in some spots, and he carried grass and dirt on him like he had been thrown down a lot.

"Apocalypse got some of the students and started building some kinda flying pyramid gizmo from an old Weapon X base", the orange rock man informed him. "He's gotta weird red eye thing on top firing lasers all over the place. Looked like that eye thing from the hobbit movie Franklin likes. The whole thing is covered in a force field too."

He popped something in his neck before continuing. "The brain washed kids are fighting a war with the rest of the X-Men on the Canadian border. The Marvel Knights got their hands full keeping panic down in the streets. Avengers and everyone else is staying out of it cause it's a "mutant problem", he finished in a disappointed tone.

Figures. Mutants involved and no one wants to lend a hand. And Iron-Pants staying out of it wasn't really that surprising. But...

Thing interrupted his train of thought. "Your big brain friends wanted me to get you over there when you woke up".

McCoy, Banner, and Pym? Hopefully they got a plan.

"We need to hurry, I left Johnny making a fool out of himself out there."

"Wow. I'm surprised you left him without a baby sitter", Spider-Man quipped. It took some of the edge off.

"I know. We need to hurry", Grimm replied with a grin. "Susie and Stretch have things locked down here, and I think most of your bug buddies are either helping in the streets or out of the fight."

"Dad, I can help", April added.

The eager look in her eyes almost made him change his mind. "No April, I need you to stay here."

Her disappointment hurt worse than Hulk's handshake.

"It's not that I want to keep you safe, because I do", he tried to explain. "But if Reed or someone else needs your particular skills, I want you here. I'm about to fight a war. You're here saving lives, and that's way more important".

Her small smile and quick hug gave him the boost he needed.

A hair ruffle later and him and his large, rocky partner were on their way.

"Time to save the world", Spider-Man told his friend.

"Again", they both added at the same time.


	23. Chapter 21

(Short chapter. Again, liberal use of comic book logic.)

"War, huh? What is it good for?"

"Absolutely nuthin."

Spider-Man and the Thing banter and fly closer to the battle in an old Fantastic Four flying bathtub ship. The police cordoned off the road they flew above a mile back. They could still see the top of a large metal pyramid and what looked like a barely opened red eye standing vertically on top.

"It DOES look like the Eye of Sauron", the arachnid hero commented.

"The dinosaur guy?" The pilot asked over his shoulder.

A stray blast of energy passed too close for comfort. Breaking over the tree line, the two could see a large field filled with battle.

Mutants. Students, mostly teenagers, littered the area, fighting for all their worth. Spider-Man idly thought it looked like that day he broke into the school, except on a much larger scale.

The large red eye shot small blasts from time to time, taking aim at flyers or those that got too close to the pyramid. Among them, Johnny and Carol weaving expertly among the blasts.

The pyramid itself floated slowly about a street light's distance from the ground, shaving or completely uprooting the trees in its path. Its force field could be seen whenever something hit it, a brief splash of red before whatever bounced away or dissipated.

Further up in the pyramid's path, Giant-Man wrestled with a grey figure in Egyptian like clothes. Near them, a large wall of ice stood.

Thing pointed to the ice, "that's where we're heading."

After the announcement the craft took a direct hit from below. Thing wrestled with the controls, but found the craft listing towards the floating structure and slowly plummeting.

Spider-Man was surprised by the sudden grip on his arm and the feeling of being thrown. Looking back he could see the FF ship crash into the side of the pyramid in a large flash of red, and the debris fell to the ground.

In midair, a hand found his. Him and his savior spun twice to bleed off the momentum then orientated themselves upright.

Spider-Man's hero immediately flew toward the ice structure. "Where's Ben?" Johnny's voice called over the battle.

"He was on the bathtub. I didn't see him jump", Spider-Man informed. Another hand grabbed his for better support, both equally flameless, unlike the rest of the flyer.

"Eh, he's fine", though there was slight worry in Johnny's voice, both the Human Torch and Spider-Man were confident in their friend's survival. "He's like a big, orange stray cat. You can't get rid of him."

"Well", Spider-Man thought out loud, "he does like lasagna and hates Mondays."

The two land on the other side of the ice wall.

There they find two Ice-Men maintaining the wall, patching any holes blown out of it. A young Cyclops blasted everyone that made it around the wall. And working on a large cannon like machine were two Beasts, one big, blue, and furred, the other less so.

The older McCoy sees them first. "Spider-Man", he motions toward the machine, "what do you know of force field resonance?"

"Less than I will by the time this is all over I imagine", quipped the arachnid hero.

In spite of the situation, Beast chuckled. "Indeed. I must confess, as will I."

The less blue McCoy spoke up. "Dr. Banner was discussing a possible way to adjust this mechanism's output wavelength to disable the force field before he- he-"

"He took a rather nasty hit from one of the Strained students and proceeded to correct their behavior", the older Beast finished for his stunned counterpart.

"Your first 'Hulk-out'?", Spider-Man directed to the time jumped teen. "Don't worry, eventually you won't even notice." Then as an afterthought, "unless he starts charging at you."

"Quite so", Old McCoy agreed. "Unfortunately, we require Dr. Banner's expertise. He mentioned something about the exact level of gamma energy needed to be effective. When it comes to gamma energy-"

"He's the man with the plan. Gotcha", the red and blue figure nodded. They needed a de-Hulked Hulk and quick.

Moving with barely a thought, the hero quickly swings onto the other side of the wall. Fighting as far as he could see, but the one he was looking for easy to spot.

The green rage machine swatted away anyone who came close to him. The stronger students and Colossus attempted to hold him back.

Spider-Man lept from his perch, avoiding an electrical discharge at the last second. He hopped and dodged around fights, not knowing who's side who was on. He webbed the face of a large stone guy who looked ready to deal a fatal blow. His would be victim took advantage of the situation and beat a hasty retreat.

In mid leap, he slammed the heads of two students together to stun them for the moment then landed next to the Hulk sized dog pile.

"Hey Hulkster", Spider-Man called to the pile, "I bet you're having fun, but we really could use some Nerd power right now."

A huff and a growl and five bodies were thrown in several directions. Spidey casually took a step to the right just before a woman made of volcanic rock flew by.

Growling, Hulk roared to the sky, "Hulk smash!"

"Yeah, I get ya big guy", Spider-Man said in exasperation. "But we really need-"

"For Apocalypse!" Hulk cut him off, standing at his full height staring down the annoying bug man in front of him.

Spider-Man looked up into the furious face of one of the strongest forces on earth.

"I think I webbed myself a little."


	24. Chapter 22

"Move it! Move it! Move it!" Spider-Man screamed frantically, hoping to scatter the various combatants on the field.

There was no need to really. No one missed the large, green figure stubbornly chasing the red and blue hysterical man. Everyone gave the two a wide berth.

Spider-Man wondered how this happened. The Hulk was chasing him in the name of Apocalypse. Did he get infected by something? Mind controlled? Bribed with a large building full of fine China he could wreck?

A call came through the special communication add-ons he made to his suit, "Spider-Man?" Sounded like Beast.

"Kind of busy Blue Man Group", Spider-Sense twinged, and he back flipped over his pursuer at the last second and started running the other way. Where were skyscrapers when you needed them?

"I heard", McCoy sounded like he was moving. "Late information has notified me of our colleague's own past dealings with Apocalypse."

Oh yeah, Hulk subbed for one of the Horsemen for a time. Even the green rage machine was vulnerable to this Apocalypse Strain.

"More problem solving please!" Spider-Man asked, feeling the powerful strides close in on him.

His attention was grabbed suddenly by what sounded like a super sonic rocket.

"INCOMING!"

He heard the call before feeling the impact. Captain Marvel came down from the sky like a guided missile straight into the Hulk's stomach, knocking him back a dozen yards and scattering surrounding fighters.

"Car-" Spider-Man was interrupted calling her name by the massive roar of the Hulk and the sudden blonde projectile that was launched in his direction with a green fist.

Ignoring his Spider-Sense and anchoring his feet, Spider-Man caught the stunned Captain Marvel. He was knocked back the same distance the Hulk had been, clumps of earth on his feet from his sticking.

He rolled her off of him and tried to catch the breath that was knocked out of him. A quick look at his friend told him she was still alive, but out to lunch for the moment.

Then he looked at her stomach.

Red filled his gaze. She should not be here in her condition. There was no telling what could happen to her or the-

The sound of a stampede cut off his thoughts. A furious Hulk was charging in his direction. In THEIR direction.

Spider-Man stepped in front of his downed, whatever she was to him. He crouched, ready to meet this unstoppable force, feeling ticked enough to play immovable object. Luckily, he never got the chance.

A large shadow overhead covered him and the Hulk. It, and the hand slamming down on the gamma berserker belonged to Giant-Man. As soon as the big guy removed his hand from the swimming pool sized impression, the blue blur of the Beast lept onto the back of the Hulk and jammed two large needles into his neck. Leaping from his position, the mutant scientist landed next to him, with a normal sized Hank Pym joining.

"I came as soon as I- my word! What happened?" McCoy's sudden double take at him spooked him a bit.

"What?" Spiderman checked himself out. Two legs, red and blue suit, slightly glowing spider symbol, six arms...

"Not again!" He screamed. His four new arms protruding from his sides swung a bit as he turned rapidly trying to get better views.

Pym grabbed his shoulder to calm him down. Once he took a few breaths he felt a strange sensation at his sides. To his shock, what little feeling he realized he had in his new limbs ceased, and they simply fell off of him. The arms hit the ground and broke apart like egg shells, revealing an intricate web pattern from the insides.

He looked up at Pym's open mouthed expression. "That was new", he heard from his gal pal who was slowly standing up.

Spider-Man quickly jumped to her side to help. She brushed off his hands and started brushing herself off. He reflexively reached a hand to her belly in concern. This time, she forced his hand away roughly. "I'm fine!" She told him, a little anger seeping into her voice.

Peter was glad his mask could hide the hurt look he knew he was wearing. A groan thankfully caught their attention and they turned to see Banner being supported by Pym and McCoy.

"It was the Strain alright", Pym informed them. McCoy hit him with the cure and Hulk barfed up the bad junk before de-powering".

The group of five made it back to the relative safety of the ice wall. Banner recovered enough to function and immediately got to work. The McCoys and Pym were watching him work, helping when able. Spider-Man and Captain Marvel assisted the Ice-Men and young Cyclops in defending the area until it was showtime.

Giant-Man, 100 feet tall, was seen by everyone kicking the ice wall down and taking a knee. On his shoulder was the cannon. Taking quick aim, green energy fired out and striking the pyramid. Green and red flashed in the sky like the world's biggest Christmas lights and suddenly went out. The next few shots by the people on the ground struck home. The Strained individuals began fighting even harder at some inaudible command while the team to deal with Apocalypse, consisting of Cable, Rachel, and young Cyclops, gathered together to make their move.

Spider-Man cheered with Johnny when the Thing came bursting out of the front of the pyramid. He must have survived his crash thanks to the behind him jumped the missing Alex Summers, using his powers to slow his fall. Alex was rushed to the Geek Squad, as Grimm called them, and was handed a large hypodermic. Older McCoy explained the cure for the Strain, and the fact Cyclops' powers couldn't affect him and his experience fighting him made him the best person to get close. As tired as he looked, Alex agreed and joined with the other team.

There was shouting when the bottom two thirds of the pyramid suddenly detached and fell to earth. Everyone close tried to outrun the destruction. Thing and Colossus charged forward, with some of the stronger or more foolish students, and tried to hold back it's momentum. Banner charged forward, pale skin bulging and taking on his familiar green coloring, and the Hulk joined the line. Dozens of energy blasts added to the brute force and the large object finally halted.

Four figures flew on winged horses from the smaller, market sized pyramid. Emma Frost looked paler than usual and bee lined for Spider-Man. She screamed about how she remembered "her" and how it was his fault "she" was gone. Some Way of the Spider and appropriate applications of Spider-Strength and she was knocked down on her bedazzled butt. The other Horsemen, Magneto, Magick, and who he vaguely remembered as Chamber from Generation-X were likewise taken care of by others.

Cable and his group shot through the air at the floating pyramid with the widening eye. Young Cyclops and Havok absorbed the blasts from the eye, informing those around that the eye was somehow using Cyclops' energy. Peter would later be informed that Apocalypse had found a way to rip holes into the same demension the optic blasts came from. The overall scheme was to ride his pyramid with his chosen few, waiting a few days for the eye to fully open and scour the earth with it. It would leave only the hardiest of people to populate the earth and preach his philosophy: Survival of the Fittest.

The group reached the eye and fought the evil mutant. Unlike his last takeover of Scott's body, he kept most of the looks. He wore the blue skin and facial markings and sported dark ornamental robes. His gloved hands opened and it looked like large palm shaped eyes of solid red opened, blasting at the telekinetic shield. He could do more than create large apertures in midair now apparently. Beams of red flew from his hands and eyes attempting to take down the psychics, while automated defenses near the large eye fired at the other two.

Things on the ground began turning around. Quicksilver was finally caught and cured of an unexpected and unknown Strain exposure. McCoy and Pym had enough of the cure left for Pietro to speed and cure the rest of the people around the field. More barfing was seen that day than at an elementary school during flu season.

It looked like things were coming to a close. It was later recounted that Rachel and Cable held him down with their mind with the kid being their shield. Havok closed the distance against the blasts and stuck the needle right in the neck. Apocalypse would spasm and scream before his blue skin flaked off and the same silver junk in the rest of the Strained leaked out of his mouth.

The day looked finished, until the vomitus began pooling together, forming bodies in the likeness of the old Apocalypse. Spider-Man jumped into the fray and mutants and allies joined to fight this new enemy. They were tough, each possessing the energy abilities the possessed Scott showed. They were almost beaten until they flew to the pyramid, where the group at the top were fighting their own copy. The various copies formed together to form a large silver Apocalypse. Any attempt to approach the pyramid was met with an energy blast the size of a sedan.

Peter would hear from McCoy that the Summers family united to fight the monstrosity. Pouring the pressure on the telekinetics, Apocalypse chose to simply smash the other two. The big bad would taunt them and ridiculed their entire bloodline. It was all Cable and Rachel could do to shield themselves from the energy onslaught, and Havok and the kid's powers affected the villain as much as they affected each other. It seemed their end was near...

Until a modified cannon, altered by the McCoys with some help from Spider-Man was fired once again by Giant-Man. It struck the evil creature, knocking him off balance. The Summers capitalized on the moment and began shoving him toward the eye. Another blast from Giant-Man knocked him into the eye, but Apocalypse gripped the edges of reality like a lifeline. Cable and Rachel tried to shove him in, but he fought against their mental powers. Havok and young Cyclops each attempted to push close the aperture, surprisingly finding solid handholds to work with. It was a stalemate, neither party backing down.

There was a moment of panic when inch by inch, Apocalypse began emerging from the red eye. The psychics couldn't get close enough to help with the energy still pouring out. Havok and young Cyclops were stuck trying to force the eye closed on him. Giant-Man couldn't fire another shot from the stresses put on the cannon from the previous shots. It came to a head when young Cyclops was pushed from his position by his older counterpart. The formerly possessed Scott took up the duty trying to force the eye closed.

McCoy said his brown eyes met the time lost teen's visor and he gave an inspiring speech, even if McCoy could not recall what was said. Whatever it was, the young man charged to the face the monster attempting to pull himself back into their demension. Letting loose a primal scream, the hero ripped off his visor and gave Apocalypse the full force of his power. It did not hurt the creature, but the sheer power forced him back into the breach. After a massive shout, the five did their part to close and seal the eye.

When the aperture was sealed, the pyramid lost the power to continue and began falling. Rachel and Cable gathered the others and whisked them to safety. The mutants and others watching cheered when they descended, until the older Scott was seen with them. He looked ragged and tired, and many were worried that he didn't have his visor, but Cable and Rachel assured everyone that he was fine, purged of the entity that influenced him subtly, and not so subtly, for years. They were all free now.

Free from Apocalypse and the horrible future Cable called home.

But some were not free from Iron-Man's wrath.

(The baby is fine. I think Carol's tough enough to take a hit like that and still be ok.)

(So there's my explanation of why Cyclops seemed to go off the deep end in recent years. Manipulation by Apocalypse. Hopefully he's redeemed himself a bit in this.)


	25. Chapter 23

"Of all the reckless, irresponsible-"

"Pot calling kettle..." Spider-Man quietly told Pym beside him, causing the older scientist to hold back a snort.

Tony Stark, in full armor minus helmet, turned to eye the two of them.

He continued his pacing in front of the assembled heroes inside the large Quinjet. Beast, Bruce Banner, Giant-Man, Spider-Man, Captain Marvel, Havok, and the newly returned Cyclops. Or now just Scott Summers, because he stood there in a new change of clothes without his visor. The scientists theorized in sealing Apocalypse, they cut off his connection to the dimension his optic blasts came from.

"This was a mutant crisis, what do you think you were doing?"

McCoy cleared his throat, "are Alex and myself expected to respond to this query?" He raised one big blue eyebrow at the armored Avenger.

"I'll get to you two in a minute", Stark waves off the question. He turns to Carol, "I specifically told you the Avengers weren't getting involved".

She stood her ground. "Cut the c*** Tony. People needed saving".

"At what expense Danvers?" Tony rubbed his temples. "When mutants fight everyone stays out of it. That's the rule".

"Wait, what rule?" Havok, currently on an Avengers team, asked.

"The rule to keep everyone else safe Summers", Stark snarked.

Scott startled everyone with his first words since everything went down. "The emergency Inferno Protocol."

McCoy's eyes nearly bulge out of his head and he turns to Stark in shock. "Inferno!? Was the option being considered!?"

"It was", Tony locked his glare onto Carol. "Until certain national treasures intervened."

"To sum it up", he returned to his pacing around the deck. "Certain people in Washington were scared after the Inferno crises a few years back. You should remember it Summers."

Alex tightened his fist in annoyance bit didn't comment.

"After several discussions, it was put forth that should any Omega level event happen in an isolated location, the area and any combatants will be sent to the Negative Zone via-"

"Special means to be destroyed", Bruce came to the conclusion. "How you were going to defeat the Hulk after he returned from space and started kicking your butt all over Manhatten."

"Whoa wait a minute!" Spider-Man was having trouble registering this new wrinkle. "Were you actually going to wipe out all these people!?"

"To prevent Apocalypse's doomsday plan? It was a viable option."

"Why weren't the other teams involved?" Pym too was having trouble accepting this.

"Because", Stark answered him like he was a child, "they would be caught in the blast. We don't want that Hank."

"But if it were only mutants?" Alex questioned already figuring the answer.

"It wasn't my decision", Tony sighed. "It was an option. But not while Captain Marvel, Pym, and half the Fantastic Four were in the cross hairs."

"So the only reason we survived..." Alex could only stare at his hands.

Scott spoke again. "It's been an option since Inferno. Don't let Stark spook you, Xavier always kept a close eye on all proceedings. There's always at least someone who votes against it."

He smirked ruefully at Stark. "That's why we've rarely had help from other organizations over the years. Our guess has always been that the Avengers or the FF or anyone else was kept in the dark during most mutant crises so it COULD be considered. It DID come close to being used during the Twelve standoff, but Egypt would not condone the process used in their country."

"Indeed", McCoy nodded. "The professor only informed certain X-Men in case of actual deployment of said protocol. The original X-Men, Magneto, Storm, and Logan to name a few." He crossed his arms and stared hard at the armored Avenger. "We have had countermeasures for just such an event for some time. I just would never have believed Tony Stark would have considered its deployment."

"Who knew about this?" Spider-Man asked. "Did you know about this?" Everyone but Scott, McCoy, and Stark denied it.

"It wasn't up to me blue guy. I've even done my part to shoot it down a few times in the past few years." Tony sighed again. "But this was Apocalypse with a giant laser and a mutant army-"

Scott stepped up to him, "exactly. A MUTANT army. A neat little target outside of any populated centers."

Tony grit his teeth. "Back off Summers."

"Almost every mutant left on the planet was out there."

"I said back off."

"You were quick to try and pull all the popular people out of this fight."

"I'm warning you-"

"Admit it Stark. You wish you were pulling the trigg-"

"-BACK OFF!" Armor assisted muscle pushed the mutant leader into the group behind him. Pym and Banner caught him before he could fall, with McCoy instantly checking on his old friend. Spider-Man leapt in front of them to defend them with Carol and Havok flanking his sides with energized fists ready to blast the suddenly violent Avenger.

Stark fumed and stared off at the group. "I don't care what you think Summers. I was trying to protect my people just in case things went south and they decided to fire the big bullet. But I can tell it's not appreciated."

He stalked away, opening the door to the ship's interior. "Carol? You and everyone else involved here are fired. Get off my plane." The door hissed behind him.

There was little celebrating after they had exit the Quinjet. After issuing his decree, Stark had flown off leaving some shell shocked and others confused.

The X-Men were leary of Scott until Cable approached and pulled him into a hug. Everyone was told of the circumstances by Rachel's telepathic communication. It boiled down to Scott was finally freed of Apocalypse's corruption from a few years back. Most of them didn't know what to make of the news.

Carol made sure there was no one left to fight and took off. The dressing down she got from Stark and the news about how close those present came to being wiped off the planet really rattled her.

Thing, Human Torch, Giant-Man, and Banner offered to help everyone get home any way they could. Those that could already travel, did so. Magneto and Polaris shaped some of the metal into vessels to transport passengers.

Spider-Man helped where he could, but there wasn't much for him to do. One of those that had knowledge of what could have very nearly happened, all he wanted to do was go home and hide under his blanket.

-Parker/Howlett Residence-

It was late before Johnny Storm brought him home. The kitchen light was all that was on when he dropped through the open sky light, mask peeling away from his dirty face.

Laura sat at the finished island in the kitchen. The remodeling was coming along great.

"Hey kiddo", Peter greeted her while opening the fridge.

He barely heard her quiet hello back. Getting a bottle of water, he turns to observe her. She stared down onto the dark counter top. A strong familiar scent was heavy in the air.

Blood.

He walked around to her and reached for her arm. She feebly pulled back but eventually relented. Two long healing cuts were on the inside of her forearm.

"Laura?"

She didn't meet his eyes. "Sorry to disappoint you."

Peter sighed and pulled a chair next to her and sat. He threw an arm around her shoulders and watched her. "You didn't. I'm just worried for you, that's all."

He unscrewed his bottle with his free hand and took a drink. If she didn't want to talk about it he wouldn't-

"The cure was too late", she started in a monotone voice. "They were already half degenerated by the time it arrived. They did not have my degree of healing to help them."

"I'm so sorry Laura, if we could have done it faster-"

"I know. I do not blame anyone. I am just..."

"Sad", Peter filled in for her.

"I think? It is still hard for me to process some emotions sometimes." She leaned her head on his shoulder. "I know I feel anger. Rage. I want to tear someone apart. But I also want to sit and do nothing. Just, think about them."

She pulled a picture out of her pocket and laid it down in front of them. It was of Laura, sitting in between two similar looking girls in hospital beds, hooked to various life support machines.

"It was kind of Commissioner Rogers to cover for their expenses."

"Well, that's Cap for ya", he noticed the same expression on the two that was on Laura's. Small, sad smiles for being together one last time. "Heart of gold."

"Yes", Laura agreed.

The silence filled the apartment. Peter finished his bottle and put it in the sink to refill later. Laura stared into the picture, unable to forget the sisters she hardly knew.

Peter was heading to his unfinished room before Laura's voice stopped him. "I apologize for not being there."

He turned to her with a sad smile. "No need Laura. You had more important things to do."

She looked to the picture and traced one finger over it.

"We could get that framed or something if you wanted to?" He ventured.

"I-", she hesitated, then nodded. "I would like that."

He gave her another sad smile and continued to his room.

They saved the day, but couldn't save everyone. His heart broke a little for Laura. He knew how it felt to lose a "sibling" like that. But he'll be there for her, just like she's been there for him.

Just like he'll be there for the X-Men and any mutant that needs help in the future.

Tony's tirade shocked the webbing out of him. Something was definitely going on with the jerk. And dang it, Peter Parker wanted to be there when it came out.

But for now? Time to take it easy for a bit.

-Epilogue: X-Men-

Scott Summers stood in Hank McCoys lab bouncing a tennis ball on the floor.

He didn't speak with many of the staff and students, mostly just with his old friends. Rachel and Cable of course could tell the difference in him right away and welcomed him home. Alex took a little bit more to convince, but was eventually happy to have his brother back.

The young X-Men, mostly the teenage him and Jean, seemed hesitant, almost scared to be around him.

He couldn't blame them.

Ororo, Kurt, Peter, Kitty, and some of the others were friendly, but kept their distance. Emma disappeared soon after the fight. Apocalypse wasn't too kind with her. There went another relationship down the drain.

Hank finished his tinkering and turned to his friend. "Scott? I hope you realize you do not have to continue with this."

Scott looked him in the eye. Whatever Apocalypse had done to him, he didn't seem to be able to access his optic blasts anymore.

"I know I don't have to Hank", he tossed the ball back and forth in his hands. "But I want to."

Hank sighed. "I understand my friend. I merely hope to see you again soon, unharmed and healthy. You do not have your eyes to fall back on anymore."

Scott smirked to his longtime ally and threw the tennis ball hard to the side. It bounced between equipment and glass without disturbing anything. An angled ricochet bounced it to the ceiling and then down into Scott's waiting hand.

"I don't have my blasts anymore. Doesn't mean I don't have my other powers."

Hank chuckled, slightly miffed he had forgotten of his friend's superhuman spatial awareness. "So that is why you requested this."

He handed the small gauntlet looking object to Scott who immediately put it on his right hand. Pressing a hidden button, it hummed and a round energy shield appeared. It was mostly transparent red with a black circle around it and a large X in the middle.

He deactivated it and looked to the scientist. "Nice work Hank. Just call me Captain X-Man."

"I hope you have a better title than that picked out", Hank joked.

The two spoke a little more then shook hands, finally on good terms again. Hank was sad to see him go but understood the need.

Scott was his own man again. He needed time to unwind and figure his place in the world again.

In the meantime, there were new students to house and assign schedules. A teacher's work was never done.

-Epilogue: Iron-Man-

Impossible. Something was wrong.

All his calculations and planning. He was going to save lives. What went wrong?

Spider-Man for one thing. He should not have been there. He should have come to the tower and helped with the Thor clone. Instead, he didn't and the flesh melted from the robotic insides.

Pym and Banner. Loose cannons on a good day, they were instrumental during the battle. His projections showed they were not supposed to be anywhere near there.

Storm and Grimm at least were accounted for. But nothing they did was predicted either.

And Carol. Poor, poor Carol. He'll need to save her eventually.

Tony Stark poured over various plans and graphs and holograms on his work table. Aside from the botched mission, his new armor was coming along nicely.

"Coming to bed, lover?"

Tony turned to the redhead enticing him with the $3000 silk teddy she wore.

"In a minute. Gotta finish a few things."

She turned and headed for the bedroom. "I'll be waiting..."

"Tiger."

Vol. Two: End

Well that was another arc wrapped up.

Admittedly, I don't feel like I did as well with this arc as with the previous one. I do all this from my phone when I have the time.

This was more of an X-Men thing with Spider-Man and Co. caught in it. This was done purposely. The world doesn't revolve around Peter and he's not going to be the leading hero 100% of the time. He happened to have a personal stake in this and helped where he could.

I think he would be the good guy expert in cloning. I can't recall any other hero having as much experience with it as him.

Again, I think I'll put out a few short stories and take a break. Try to come up with a better plot.

Also was thinking of maybe doing a spin off with Pete, Jessica, Doreen, Nancy and Miles. Some college shenanigans with a little heroics on the side.

As always, Questions? Comments? Hope you enjoyed.


	26. Chapter 24

-12 years ago-

It was late afternoon. Long after the body was lowered and the grieving crowd departed, a lone figure approached the site.

The brunet held his hand on the gravestone. His eyes traced the name on it and he gave a heavy, remorseful sigh.

"You should have been there", the angry, feminine voice called out to him.

The male turned and found the departed's best friend standing a few feet away. Removing his hand from the stone he ran it down his face.

"I'm sorry Em-"

"Don't tell me you're sorry!"

He winced at her anger. He felt helpless. He hated feeling like that.

"Where were you when she needed you? Stopping a pathetic mugging?" The female's voice dripped with disgust.

"Stay out of my head", he bit out, then took a deep breath. "I was clear across Manhattan when it happened."

"You were on the phone with her minutes before it happened!" The blonde woman stepped to get in his face.

He couldn't hold her gaze.

"What good is your sixth sense when it can't help people?" Tears ran down her flawless skin. "What good is it when you can't save her?"

The brunette ran it through his head once more. His girlfriend had hung up on their conversation, making plans for a fancy dinner that night. The report said she was talking to someone else when-

"That's right! She was on the phone with me when the car hit her!" The distraught blonde pushed him with all her strength. "I heard her die!"

Shock over the realization caused him to stumble back from the shove.

"Emma", he reached out a hand, "I'm so sor-"

"NO!" Emma slapped the gesture away. "You don't get to apologize for this!"

The brunette's already frail nerves began to snap. "What more could I have DONE Emma?" Flexing his hands, he wished for a super villain to punch right then. "I was across the city when she was hit. I sped there as soon as you reached me. By the time I got there, she was already gone. It wasn't a villain out to get us, and it wasn't karma."

Tension drained out of his body and his shoulders slumped.

"It's horrible, but accidents DO happen. The most", he sniffled slightly, "the most we can do is remember the good times we shared with her."

Fuming in her rage, the young woman lashes out with her most powerful weapon. "No Peter, you don't get that either."

Peter Parker screams in pain as a pressure like a cold scalpel twists in his mind. Happy days and warm feelings of a girl taken too soon are surgically removed from his very being. All memories of her, erased. His voice becomes hoarse and he passes out in the graveyard when her work is done.

She looks down at his crumpled form in vindictive triumph. Her next impulsive act is similarly selfish.

Memories and thoughts of her friend are causally ripped from all around Manhattan. Using a much gentler touch, the departed girl's face is plucked from anyone having interacted with her for more than a minute.

By the time she finishes her petty act, Emma's nose is flowing with blood. The normally prim young woman can't find herself to care.

Movement catches her eyes. The brunette raises from the ground gripping his head. It's a simple matter to block herself mentally from his gaze. Observing him stumble around, she grins smugly when he finds himself at another tombstone, completely passing the marker for Sophia Sanduval.

"Uncle Ben", he says out loud, confused but rapidly adapting to the situation. He didn't remember coming here, but it must be to pay his respects again. Watery eyes take in the chiseled words. "I'm sorry."

Emma Frost leaves soon after, the hero's admissions of failure to his departed uncle quickly boring her.

She felt so empty. She thought being the only one to remember her, to be the single person to KNOW her, would fix... something? Anything? Petty and selfish of her, yes. But she was mourning her only TRUE friend. He didn't count, not anymore.

A shower at the best hotel she could find and new clothes, all obtained with her gift, do nothing to fill the void.

A deep ache gnaws at her. The pain of loss causing more tears to fall, far more than she can ever remember shedding before.

She couldn't live like this. It was ripping her apart inside. Her face in the mirror, she couldn't even recognize anymore.

She'd done a few stupid things that day, what was one more?

She stared into her reflection's eyes...

-The Next Day-

She had the sudden impression that a garish looking figure hung from a flag pole lamenting the loss of his powers. She shook it off and checked her makeup again.

The limousine's other backseat occupant, a middle aged over the hill playboy, sat ramrod straight and silent.

A sudden mental impression from another vehicle causes her to pause. A father suddenly decided to transfer his familiar looking blonde daughter to another school. Some vague feeling of wrongness, of something missing, at the old one it seemed. It was triggering his protective instinct honed by years on the police force.

She waved away the thought. Familiar girl or not, the silly little whims of regular humans didn't matter to her.

The blonde woman gave herself a frosty smile. A few quick mental commands, and the VERY rich man beside her removed his wallet and placed it on the seat.

She rummaged through it and pulled some cash out, pushing the wad into her designer purse. Just in time, the limo slowed to a halt.

The driver stepped out and opened the door for her. One more command, and the limo drove away, the people inside commanded to forget the beautiful passenger.

Making people forget, she had somehow gotten very good at that trick. The last year or so was spotty, but she wasn't too worried about it.

A haze of a memory popped into her head, some raven haired young woman, surrounded by animals.

The blonde shakes her head free of all distractions and turns to enter the most prestigious club in New York.

She smirks reading the sign.

"Hellfire Club."

-Now, Jean Grey School-

Kitty Pryde, veteran X-Person, thought she had seen and heard it all.

But when she went to the kitchen for a late night snack, she was unprepared for her sometimes personal nemesis to be wearing a overly large MSU sweater, crying into cocoa.

And after hearing her story she was forced to listen to, she had no clue what to do.

"Um, sorry? Sounds rough." She knew Frost could and had done monstrous things, but she was surprised how this seemed to be affecting the normally cold-hearted woman.

"The tiff with Apocalypse", Frost said around her mug, "me becoming one of his Horsemen, unsettled the block I had in my mind." Another shock for Kitty, she watched Emma wipe her nose on the already abused sleeve. "It all came crashing back."

Kitty was far past uncomfortable with the situation, but because of the tiny bit of humanity peeking through, she couldn't just leave. "Are you going to tell him?"

Emma stared into her almost empty mug. "I don't know."

Kitty crossed her arms, "I think he deserves to know."

"Of course he deserves to know you stupid bint!" Some of the old Emma flared up depression reigned it back in. "I'm not the same person anymore. I KNOW what I did was wrong."

The younger woman sighed and fiddled with her own mug. "People can do stupid things out of grief. I think he would understand."

"Understand, maybe." Emma locked eyes across the table, "but I don't know if he could ever forgive me."

-Been working on this. Tried to fit it into a little niche in the timeline, and maybe answer a few questions.-


	27. A Rambling

A few things before I start the latest short stories.

There IS a heavy theme of family and togetherness. I typed the first chapter while I was in the hospital when my daughter was born. It kind of influenced a lot of my plot.

I like to cherry pick from the myriad of continuity available. I recently fit a little of the Marvel Adventures into my (mostly 616) plot.

I apologize to those having a hard time following anything I do. I've read hundreds (possibly over a thousand) of Spider-Man issues, so I write like something I would enjoy reading. I'm not perfect, so I may get some details wrong.

About 75% of the story is pure Marvel. The last 25% is me twisting things together, making absurd connections, and generally being a nuisance. This story is mostly a collection of my fan theories given form.

Just about every character that has a name has been used in one comic or another, and I encourage everyone to support the industry and buy the issues to find out more about them. Even Leni was an alias Mystique used on occasion. I think the only original characters that had speaking roles was the bartender and the parasite.

The extra Spiders come from familiar, but slightly different universes. Pete and Jessica, about the same as the normal Ultimate universe, except their a bit older. Like from the Marvel 1717 universe or something. Spider MJ is already established as coming from a universe where they never encountered the Exiles. April is from an alternate future of another universe where things went kind of bad. And Miguel is from a possible future. And they're all in a Marvel 717 universe of my own design.

I've already established I'm not a fan of Silk (although I may use the codename). She will not be appearing in any form.

Comic book science. I try to make it plausible (within the realm of fiction anyway). Especially with the other nerds Peter has been hanging with.

I guess I confused a few people with my last chapter. I tried to be clever and hint and imply a few things. I made the story up and tried to hammer it into the timeline.

Chat was killed being hit by a car. No revenge plot, no conspiracy, just something that could happen to anyone. This was the third person Peter lost as Spider-Man. (For those of you savy enough, I'm counting that relationship after Betty Brant, so her brother was the second.) Emma is distraught losing her best friend and rips Peter's memories of her away. Waking up in the cemetery, confused and finding Ben's grave sets him on a spiral of depression that plays to the concept I had of his powers fluctuating with his mood. Mental Confusion+Circumstance causes him to feel like a failure, strong enough feelings that cause him to temporarily lose his powers. In escence, Emma caused the power failure at the time of the first Sinister Six attack, while she at the same time was joining the Hellfire Club.

The blonde transferring schools is Gwen. She was in the Marvel Adventure stories. I wanted a plausible explanation for them all to interact, yet not remember each other later. Captain Stacey realizes something is "off" at the school, and doesn't want his daughter involved. Admittedly, I haven't read as much of the Marvel Adventures stories, so I'm not sure how much she interacted with the main cast. But I'm going off of them interacting with Chat involved, so when those memories are erased, their interactions are forgotten or smudged enough they don't realize they know each other later.

As always, I welcome questions and comments and I hope you enjoy.


	28. Chapter 25 Short Stories

-Aftermath-

"Something has to change Peter", Steve Rogers spoke from behind his large desk. The door to his modest office was locked, and most sound couldn't escape the thick walls.

"The mayor has been breathing down our neck over the Spider-Man issue. He doesn't understand how the Marvel Knights could keep losing you time and time again."

"Uh..." Peter felt like he was back in highschool in the principal's office trying to talk his way out of being suspended for being late for the 100th time. "I haz skillz?"

Steve's face didn't even twitch. "Well those skills are coming back to bite us."

The commissioner rises with a cracking pop in his back and stands at ease. "Son, sooner or later we're going to have to make a push for you. There's already talk of Spider-Man getting preferential treatment by other departments. With our man- er, PEOPLE power, it's hard to justify why we can't catch you."

Peter knew it would come to this eventually.

"And not just you. A few of your friends were seen during the last crises, and the mayor's office is wondering what we're going to do about them."

That was a thought he hadn't considered. All of a sudden, numerous Spiders just burst out of the woodwork. Peter asked for time to think about it.

"... you have a week."

-Check Up-

"Why us?" Hank Pym asks over his set of notes.

Banner was adjusting the equipment to the side of Peter while McCoy's heavily encrypted security hologram form consulted.

Peter raised his head from the medical bed he laid on. "Huh?"

"Why us? I would think you would consult Reed with this." Pym gestured to him.

Peter laid on his back, 6 arms spread at his sides. He gave the question some thought, "well, Reed and Stark gave this a try last time my body was acting funny. Didn't find out a whole lot, except the basic 'better, faster, stronger' upgrade. Figured this time, maybe some people that tend to think a bit outside the box might have better luck."

Pym accepted the answer. It was true. But it left out the other reason.

Last time Peter had a full scientific checkup, the data had eventually been used to harm him.

No, even if Pym, Banner, and McCoy weren't available, Peter still wouldn't have gone to Reed. Not out of suspicion of what he might do with it, Reed was generally an ok guy.

But even a super genius like him was occasionally susceptible to subterfuge. And given Stark's recent behavior, no one would put it past Iron-Man to be spying on the big brain.

Anything that Mr. Fantastic might find could possibly be picked up by intelligent spies.

Whereas Pym's secret lab, shrunk to fit inside a die sized cube of adamantium and hidden inside the body of some android body he was currently working on, seemed reasonably paranoid enough that it could deter someone looking for the latest gossip.

Banner spoke up from some monitoring equipment. "Fantastic."

"Amazing", Peter replied offhand. "What ya got doc?"

Pym moved around to look at the readouts while Banner explained. "You appear to have a new system of tubes spread throughout your body. It appears to be connected, at least slightly, to your pores and to what I assume is your resivior of organic webbing?"

The man on the table rose his head to allow his jaw to hang in shock.

Pym picked up the description. "I see. Some of this 'webbing circulation system' seems concentrated at spots around your sides. The material I theorize exudes from your pores and forms that familiar shape."

Last time he had four extra arms, they were flesh and blood. Flexing and moving the extra appendages, he gave the assembled nerds a rundown.

"I got full range of motion for all of them, can wiggle all the fingers too." He used them to feel everything within reach. "Tactile sense is a little subdued. Like they're half asleep or something. Can barely register temperature too."

Pym's eyes seemed to glow with interest. "How can you feel if they're just shells of semi hardened webbing?"

McCoy snapped his fingers, "your wall crawling aura! Your daughter allowed me to analyse her abilities while she was a guest here. She mentioned her particular skill in repelling objects as well as adhering to them."

The hologram form pulled several holo screens up with the data. "My hypothesis is that your enhancements are formed subconsciously. It is the manipulation of your-"

"Stick-em powers", Peter interrupted.

Ignoring the chuckles from his other associates, McCoy continued. "Adhesive abilities, not only sticking, but now amplified as they are, pushing away as well, that give them motion."

Banner sped through the information floating in front of McCoy. "I see. And the multitude of fine webs inside the shells act as tendons and such."

"And seeing as it's technically a part of him", Pym continued, "I would guess the adherence/repulsion aura, probably combined with his Spider-Sense, gives him some pseudo feeling from those arms to his brain!"

Peter set up quickly in shock, concentration slipping enough that the arms fall right off. April mentioned being able to push things with her powers, but they figured it was exclusively for herself.

He slides off the table and picks up a severed web shell arm. He stares at it for a moment.

He sure picked up some strange bells and whistles. He sure wished this latest upgrade came with a manual.

He turns to the others, each wearing bemused looks.

"Well that was productive, who's up for lunch?"

-Changes-

She wasn't a hero anymore.

The cure stripped her of her powers, making her just a normal young woman. Except, she's never been normal since she was born.

Created, really. A copy of another person. Not even an exact copy. Some kind of Rule 63 joke pretending to be normal.

At least when she had powers, that gave her some kind of weirdness to blame everything on.

Laughter interrupted her musings. Pete and Doreen, Miles and Nancy, eating and sharing some funny story.

Why did she come here with them? She was a fifth wheel, which was sadder than a third wheel because there was twice the people to forget you were there.

She slipped away and dumped her half eaten burger and left.

Pete and Peter insisted on her having some kind of defensive measures. Peter had some old design that miniaturized a web shooter into a bracelet. He added an extra spray for mace, and a tiny tracker disguised as some kind of doodad.

It was touching in a way, but just rammed home the fact that she was taking up space.

She contemplated disappearing when someone bumped into her.

Stepping back and arming her "bracelet", she dropped the aggression when she recognized Kaine.

She lifted an eyebrow, "what are you doing here?"

He looked about as comfortable as she was feeling, "Pete and Squirrely were worried about you when you left. They asked me to check up on you. I was nearby so I figured, what the hell."

Well, she wasn't forgotten. That was nice. "What now then?"

He looked around for inspiration. Finding none, he asked, "want to talk about it?"

She barked out a laugh at the absurdity of him wanting to talk, but smothered it when he glared at her.

She coughed to clear away the remaining giggles. "No offense Kaine, but I doubt you want to talk about feelings."

He could kind of relate to her. He was a copy as well. Of the same guy too, except from another dimension.

But there was a big difference between the two, and she didn't mean height.

If he was offended he didn't show it. "Fair enough. Where you heading?"

She thought for a moment. "I don't know, I just had to get away and I started walking."

Kaine nodded in understanding. She didn't give him enough credit. Their situations weren't exactly the same, but he probably understood her more than anyone else.

"Mary doesn't open the club till later, I can get us free play on the pool tables if you want to lay low for awhile and blow some steam?"

The tough, ex villain looked at her with concern mostly veiled with indifference.

He cared. He was horrible at showing it, but he cared.

She considered it. "Ok. I'll humor you this time."

Passing by him, she slugged him in the shoulder. She missed her strength.

"But if you introduce me as a little sister or something, I'll swat you with the biggest rolled up newspaper I can find!"

Kaine grunted and turned to follow her.

-The Right Path-

He sat high on the side of a skyscraper, just watching the flow of traffic below him. The sun had set recently, and the lights of the vehicles below lit up the streets like embers floating away from a bonfire.

He was expecting company. Somehow, he knew when and where this company would show up. Chalk it up to some nuance of his Spider-Sense.

"You lied to me", Spider-Man said out loud, not taking his eyes off the street.

In the corner of his eye, he could see her casually walk down the building on his left. She bent and pushed her back against the structure like him, and they sat there in silence for a moment.

Julia Carpenter. The second woman to call herself Spider-Woman. The current Madam Web.

After "Spider Island", she had presented him a choice. Continue on as Spider-Man, with all the pain and responsibility and guilt. Or, take the cure. The Web would find another hero, and he could bow out and start a normal life.

He didn't give it another thought. He kept his powers, not willing to subject someone else to that kind of life.

Knowing what he did now though, he realized...

"You played me like a fiddle."

The psychic next to him let out a breath. "What I remember is, I gave you two options, and trusted you to take the right one."

"By lying."

"Yes, the cure wouldn't have worked on you. But you didn't need to know that at that time."

Feeling his anger build, he grit his teeth and asked, "why?"

"Cassandra had a dream she passed on to me", she began. "A vision of a golden future. So far separated from now, it may never come to be. But what she did, the things she told you and had you do, was all towards this unreachable goal."

She stood up again and walked in front of his view. "Every little thing she did, everything I do now, is to reach as close as we can to that point. Yes I lied, but you didn't know that then. And it was important at that time that you thought it was a real choice, to keep you on the right path. To prove once more what kind of hero you are."

He clenched his fists. "And what if I took the cure?"

Julia held out her hands to her sides, palms down. From his angle, it looked like she could direct the flow of traffic like a marionette. She knew how to play up the drama.

"A myriad of different futures could have happened. Too many for me to narrow down." She then held hers arms as if fighting off the cold. "Some too horrible to remember."

He watched her, uncertain if she was playing him now. For this vision of her's, he had been through hell. He was lied to, manipulated, and tortured for this thing of her's.

But to reach some sort of paradise where his friends and family could be free of the forces he fought against, could he do anything else?

"I hope this is all worth it lady."

-SHIELD-

Sure enough, it happened.

Spider-Man swung to a high rooftop where a lone brunette woman waited.

She appeared alone anyway. Spider-Sense registering six potential dangers in a half circle surrounding the back of the lady within striking distance said otherwise.

Odds were they were her back up.

Probably used his cloaking and sound dampener tech too.

Jerks.

Landing a few yards away from the lady, he crossed his arms and got straight to the point. "What do you want Hill?"

Maria Hill, current commander of S.H.E.I.L.D., quirked an immaculate eyebrow before responding. "Spider-Man. Surely you know you couldn't hide them from us."

"Not for long anyway, and don't call me Shirley."

A tiny frown showed the quip struck home. Score one for the Spider.

"I'm not here to be difficult Peter", the casual use of his real name slightly rattled him, but he recovered quickly. "Just answer a few questions and we can go our separate ways."

Spidey grabbed his chest, "you're breaking up with me? But what about all the good times we shared?"

The glare she threw was easily Dr. Doom level. "If you could be serious for a moment-"

"You're right", he interrupted. "There were no good times. Fine, I want the kids on weekends and half the Hill-a-carrier."

"Spider-Man-"

"Cut right down the middle!"

Fists clenched, she gave the command. "Tag him. We can interrogate him instead."

A moment passed and the hero yawned.

Eyes widened as Hill turned to see what could have happened to her people.

She almost hit her nose on the Scarlet Spider's chest.

"Nice thing about his sound tech", he began informing her as she stepped back, "you don't hear a thing when they get knocked out or fall to the ground."

She reached for her sidearm instinctively until Spider-Man quickly plucked it out of her holster.

"Sorry, are we unnerving you?" Spidey asked as he casually crushed her gun in one hand.

"We have that effect on people", Scarlet commented. She WAS getting a little disoriented following their talk.

"I gave Jigsaw arachniphobia once", Spider-Man helpfully supplied with a modest shrug.

Hill stepped away from the duo to get both of them within her sight. If they wanted to do something, there was no way she could stop them, but she wanted to at least see it coming.

"So Hill", Spider-Man asked with hands on his hips, "what were you saying? I get so shy when invisible armed men are aiming weapons at me."

The agent stood at attention, unwilling to appear vulnerable. "Your family that appeared. We want information."

The two Spiders glanced at each other before focusing on her once more. The original rubbed his masked chin. "Ok, what do we get?"

"What do you want?" Hill asked through clenched teeth, and immediately regretted it.

"A Spider pony."

"Absinthe. The good imported stuff."

"A Commodore 64. It's for a friend."

"Learn Japanese on tape. I'm a little rusty."

"Jameson to shave his mustache."

"I want ten pounds of coffee beans."

"I want him to have ten pounds of coffee beans."

"Steak dinner with you. You're buying."

"Why would you want that?"

"I don't know. I'm hungry, and it worked for you and Carol."

"We are NOT talking about Carol."

"ENOUGH!" They were giving her a headache. Even more than usual thanks to there being two of them.

"What we want", the seriousness of Spider-Man's tone drew her immediate attention. "Is for you to leave them alone. No inquiries. No taking people out of school to interrogate them. No raid in the middle of the night-"

"Aracely gets cranky if you interrupt her beauty sleep", Scarlet Spider chipped in.

"Nothing, Hill. You want to know something? I'll tell you. You come to me. They are not a threat to you."

"Unless you don't play nice", Scarlet added for dramatic affect.

Moving her hands to her hips, Hill scoffed. "I have S.H.E.I.L.D."

"We got Bruce Banner on speed dial", Spider-Man quipped, some humor once more in his tone.

Hill weighed her options.

She didn't want a war with Spider-Man and his group. She may have been hasty wanting information any way possible. Hill had all intention to leave them be, baring a few questions. There was actually standing orders from Fury for this exact situation to not interfere. His rare show of faith placed in Spider-Man to keep a handle on anything in his immediate neighborhood.

The hero didn't need to know that though.

"Fine. S.H.I.E.L.D. will be ordered to avoid interaction with any Spider within your circle, unless seeking cooperation in the field or in prevention of criminal acts."

Hill got the impression the two were blinking in disbelief.

"Um, ok then", tension lifted from Spider-Man's shoulders, and Scarlet Spider seemed to relax slightly.

She took that as her cue to leave and passed the two to check on her people, if she could find them.

"What about my dinner?"

Hill turned to see the darker Spider waiting for her reply as the other facepalmed.

She wondered if Spider-Man thought it was a bad idea.

She smirked.

"There's a good hibachi place off of 5th. Their steak is excellent. Friday at 1900 hours." She made a show of checking him out, and getting the impression Spider-Man was stunned in disbelief.

"Keep the suit on."

-Mayhem-

"What did you want to talk about dad?" April sat on her bed.

The remodel added two extra bedrooms. So that's a room for him, Laura, the baby, and now April.

"Just wanted to see how you were." He glanced around the empty room.

"I'm fine. Really excited about moving in."

Peter looked down at the small pack that held all her belongings. "We'll have to pick you up some more things."

She agreed. The silence stretched on and got a bit awkward.

"So", Peter tried. "You and April? Or you and May?"

"It's just me now", she tucked a bang behind an ear. "The Anti-Venom thing, it bonded us deeper. I have both memories, like I've lived both lives. I don't have a whisper in my head. It's kind of lonely, but I feel... whole now."

He nodded. Best he could hope for he guessed. She did look happier, less haunted.

"Well April, I'm just a few rooms down. And Laura is here too in case you want to talk."

Her smile made his day. "Thanks dad."

"No problem Spider-Girl", the proud father figure headed for the door.

"Mayhem."

Peter turned around to face her.

April let her costume form around her clothes. She smirked. "Call me Mayhem."

-Touching Base-

The apartment was finished. It was time for a party.

Peter stood back and just watched the group gathered around the table and in his living room.

Mary was talking to Kaine about her new girlfriend she met, and Kaine was steadily trying to tune everyone out and eat. Miguel brought Carlie and they were having a private conversation, most likely less than professional. Even Matt and Elektra had shown up.

April was talking to Anya. It was good to see them get along. After finding out no one was trying to steal her Spider-Girl shtick, Anya calmed down and warmed up to her extended "family". Aracely eventually dragged Laura and Jessica into the conversation. Literally dragged.

Pete and Doreen were laughing with Miles and Nancy. Nancy figured out the Spider secret and Doreen vouched for her so she came.

He watched them all with a large grin. This was all he ever wanted.

He cleared his throat, "so, Spiders. What's everyone's plans now?"

The collected chatter slowed to a halt.

Mini him was the first to speak up. "Well, I got tests coming up. That was just a one time thing, I don't plan to put the webs back on."

Doreen slipped her hand into his and gave a squeeze. They really made a nice couple.

"Same here I guess?" Miles Morales. The Miles from THIS earth, still sucked up into the Spider business. "I mean, this is pretty wild Spidey, I mean, Peter. I don't think I'm gonna put on a costume and jump straight into heroics. Gotta finish school."

Jessica pretty much said the same, except she was dealing with the loss her powers. Whatever her genetics, the cure stripped her of Pete's "OZ infected" spider abilities. So it was plain old Jessica, working on her degree.

Peter nodded to them. If only he could have made that decision when he was their age.

"I bought a club." Every eye zoomed to Mary.

"...how?"

She smiled and threw an arm around Kaine who was trying unsuccessfully to hide behind his plate.

Peter grabbed the bridge of his nose and sighed.

"Hey", Kaine defended, "I was trying to help. Red can run it, and we have a base of operations/steady job if anyone needs one."

"Ok, ok. I gotcha", Peter waved it off. They were adults and knew what they were doing. He couldn't condone the way the capital was made, but they're not him. Well one was, kind of. But they were very different people.

Didn't help that he was glad they all had something they could fall back on.

So Mary had a club, and wasn't jumping around in tights. Kaine had a job as her bouncer lined up and rarely got out in the red and black pj's, unless Aracely could talk him into patrolling every once in awhile. Or he needed an influx of cash...

Miguel was wrapped up in trying to figure out what was happening to the future. He didn't get out as Spider-Man 2099 much.

Anya and April. They both wanted to continue the fight. The Spider-Girls. They could make a good team.

"Well girls, that sounds good. I'll talk with Steve, see what we can do about making you deputies or something." Peter informed them.

He'll have to do what he can to keep the heat off his family.

"What about you Peter?" Miguel eyed him over his sunglasses.

"Heh, well", he scratched his head. "Talked with Steve about running around so much as Spider-Man. And with everything happening lately, I got to re-prioritize."

He took a deep, steady breath. "There's enough of us, I don't feel bad about taking some time off. I'm sure Steve will be happy Spider-Man will be off the Knight's radar for awhile. And we got a few cases where Peter Parker could probably do more good in the lab than on the street."

"So until further notice", he paused for dramatic affect.

"I'm retired."

-Clubbin-

Kaine took a look around the club. Just a few hours till it opened.

MJ was behind the bar taking inventory. She knew the area inside and out since she got the job bartending weeks ago.

Several people had mistaken her for this world's Mary Jane Watson. To change that, she had cut her hair into short spikes and wore clothing showing off her slightly more muscular physique. She had also began introducing herself simply as Mary.

Shortly after she got the job, she helped him get hired as a bouncer.

He didn't NEED to work. Robbing from crooks paid fairly well. But, it was nice to feel somewhat normal. Go out, interact, work, get paid.

They never got to meet the lady who was selling this place, only the guy who was selling it for her. Only heard that she was trying to cut ties and that this place was already rebuilt at least once. The mystery lady was tired of sinking money into it.

So after some prodding from MJ- er, Mary and Aracely once the redhead bribed her with candy, he gathered some loose change he had laying around and sprung for the place.

She swore she would pay him back eventually.

If only he could figure out why this place felt so familiar.

"Alright Kaine!" MJ derailed his train of thought.

"The Deep End is ready for business!"

"The Talk-

He carried his bag tight and made the last few steps to her front door.

Glancing over himself and finding everything in place, Peter Parker knocked on the door.

Carol Danvers opened the door with a chicken leg hanging from her mouth.

Eyes wide, she plucked it from her mouth and coughed.

Peter smirked. "Cravings?"

Her smile was a bit sheepish before she shook it off. "What are you doing here?" Her eyes were drawn to the bag.

He opened the bag and pulled out a bottle and some glasses. "Was wondering if you were up for that talk now?"

Her horrified face was quickly turning to anger.

Peter's confused gaze traced her line of sight to the bottle and wine glasses. "Oh, OH, Carol no!"

He turned the bottle around showing the lable.

"It's just fancy grape juice! You don't think I'd try to give you alcohol do you?"

Carol bit her lip and looked away. "I... I don't know what to think about things anymore."

Peter sighed.

What was going on between them?

"I can come back later..."

Carol grabbed his arm gently when he turned, "wait Peter."

They locked eyes and Carol moved slightly to the side gesturing to her home.

"Come in. Please."


	29. Chapter 26

Peace Talks

Peter sat on a dark leather couch, a wine glass of grape juice sitting cupped in his hands.

Across from him sat Carol Danvers on a similar looking love seat, staring bemused at the glass in her hand.

"Why grape juice in a wine glass?"

Peter shrugged, "kind of fit the mood I guess." He flashed back to when Mary Jane sat in his apartment to talk. It was glasses of wine then though.

It was the thought that counted.

Carol took another drink of her glass. "So?"

Peter put his glass on the coffee table between them and leaned back on the couch and stared at the ceiling.

She pursed the side of her mouth, "ok then. Guess I'll start." She put her glass down and crossed her arms. "What was your plan Peter?"

He glanced at her, "I guess I was gonna show up here and give you a million reasons to not give up the baby, listen to your million and one reasons against me, then work on a plan from there." He ended with a shrug.

"I...", she started, sounding slightly unsure. "I may have been a bit fast in my decision."

Her face changed in anger at Peter's snort.

A slight tingle in the back if his head made him change tactics.

"Sorry Carol, but yeah. I think you were a bit rash."

"Oh? Then what would you have done in my shoes?"

He bit his tongue to keep from saying, "knew it was Doc Ock before I slept with him", but that was probably a sure way of getting blasted out the window.

How could NO ONE know it wasn't him?

"I don't know. Work with the fa- the... other person, and try to come up with something mutually beneficial?"

She gave him a sarcastic smirk, "and what would benefit both of us?"

"I could raise her", he immediately replied.

She looked out the glass doors of her penthouse, noting the sun almost in position to set for the day. "Or him."

"Or him", Peter agreed.

Silence engulfed the penthouse once more.

"I don't know Peter", the blonde woman turned to him and spoke. "I don't see it ending well."

"Meaning?" He rolled his hand in a "keep going" gesture.

"Meaning, I don't think it's safe for you to raise a child", Carol finished, looking out at the city once more.

Peter expected that, but it still hurt. He rose from his seat and stood next to his host, facing the view.

"It's an unsafe world we live in", he started. "I'm sure Luke and Jessica had the same fears when they went through this. Or any other super power couple. Or heck, any regular vanilla couple."

She snorted. "Yeah, but they don't have our issues."

Peter cracked a grin. "Granted. But I can do this Carol." He turned to look at the woman carrying his child. "I want to give him or her a home. I WANT to be in their life."

Her brow furrowed and she turned to him angrily. "Oh? So all I'm good for is to push out your kid now, huh?"

He took a step back raising his hands in defence. "Whoa Carol, where is all this coming from?"

"What am I to you?" She continued. "The middle person so you can get a replacement kid?"

Cold fury filled Peter Parker. His eyes seem to glow red as he glared into her face.

Carol took a step back from him in surprise. She noticed the room getting darker. Looking to her windows, she could see hundreds of spiders crawling around, blocking out the light outside.

She charged up her hand in preparation to blast her way out, until a loud exhale caught her attention.

"I don't know what Hulk sized bug crawled up your butt, but I kindly ask that you refrain from making assumptions like that in the future", the Spider calmly stated as his eyes returned to normal and the arachnids outside returned to their business elsewhere.

She was startled by his obvious anger and then disappointment with her. She was too.

"I- I'm sorry Peter", her energy disappeared and she rubbed her hands together. "I don't know why I said that."

"How'd you find out?" He asked quietly.

She started to tell, but closed her mouth. Peter watched various emotions flitter across her face, finally resting on anger. But not at him.

"Stark."

His sullen mood changed into confusion. "Stark?"

"I can't belive this!" Carol stomped around her apartment. She kicked over her couch and crushed a marble statue she had with her hands. "How could I not have seen this?"

Peter cautiously approached her. "Carol? What's going on? What did Stark tell you?"

She brushed crushed rock off of her hands and addressed him. "It was after you sold the company. I found out I was pregnant and went to the Avengers to let them know I would be taking some time off. Tony asked some questions and I eventually told him in confidence that you were the father."

She flipped her couch back and sat down with a heavy thud.

"He spoke to me, acting concerned for me and the baby. He said you weren't acting right after you came back, that you seemed to be in a spiral of self destruction. He recommended not telling you about me and to cut off all ties with you. That you'd only bring me down with you."

Peter stood still listening to her. "And you believed him."

"He was pretty convincing", she wiped away a few tears. "He mentioned your first kid with Mary Jane and what happened to her. I'm sorry I said what I did. Tony mentioned the possibility, and I've got my own pregnancy fears and I don't like being used. I guess they kind of fed on each other."

He kind of understood. She had some weird history with that Marcus Immortus whack job.

"So", the brunette crossed his arms in thought, "he warned you away from me. Why did you tell me anyways?"

She wiped away more tears. "Damn hormones. You deserved to know Peter. Despite everything, I still thought you were a good man deep down. Even if you didn't want to spend time together anymore, I still cared for you."

He followed along until his brain derailed. "Wait, I didn't want to spend time together? Since when?"

She blinked at him. "Um, you never came around anymore or called. You were running around with that other Spider-Woman so i guessed I was left out in the cold." She ended bitterly.

"Hold up, YOU left things as they were. I wasn't seeing Jessica or Julia."

She humphed and grabbed her cell off the table. "Not them." After a couple of swipes she handed it over, "her."

Peter found a pic of Spider-Man and a dark haired, probably of Asian decent, woman dressed in webs getting close and cozy on the side of a building. He began pressing on her phone.

"Hey! Privacy!" Carol tried to take it back.

"Logan sent this?" Peter asked in shock.

"Yes", she yanked her phone away. "Just before he died. He gave me his condolences and wished me better luck with someone else. You seemed happy and I wasn't going to chase you."

"That's impossible. That's not me", he tried to deny.

The blonde chuckled a bit. "Isn't that what they all say?"

"No, seriously Carol", he pointed to her phone. "That's not me because she doesn't exist here."

She looked skeptical.

"I was in this big multi demensional Spider war awhile ago. She was there. They called her Silk. Apparently she was bitten by the same spider I was in her reality. When I got back, I looked in my old school records for any Asian girls in my class that could have went on that trip. The only person who fit was Cindy Moon, and she moved away the previous year. So if "Silk" in our world doesn't exist-" He pointed at her phone again. "How'd Wolvy get that pic?"

She looked at him for several moments, the gears turning in her head. Finally she figured, "someone's setting us up."

Peter nodded, "I agree. Stark?"

"Probably. But why? Why try to keep us away from each other?"

"And how does Logan get a picture from another dimension?"

"And why try to use it to split us up further?"

A few questions, but no answers. The silence between them rolled on until Peter checked the time.

"I got to get going Carol. Work in the morning."

She nodded and followed him to the door.

"We should definitely talk some more, compare notes, see where this all leads." Peter starts putting a list together in his head as he opens the door.

"Over dinner Friday? I can order in?" Carol asks.

They both pause and look into each other.

Peter smiles. "I'd like that."

Carol returns his smile.

"Stay safe." He looks down to her slightly protruding belly. "Both of you."

"Same to you." She tells him.

Their looks linger until he exits and walks down the hall.

Carol shuts and locks her door behind him. Both feel a pressure lifting from them, and at the same time, caution over what the future could bring.


	30. Chapter 27

"I don't know! I ran down this alley and the next thing I knew...", the older man gestured around.

Peter looked at the crime scene, a dirty alley, one of hundreds virtually identical in a city as large as his.

The victim, balding with large glasses, looks to the Knight, "what will happen to me?"

Peter turns his sad gaze to the man. "I don't know."

The man's eyes go wide and glassy as his form fades away.

Peter takes a minute to collect himself and returns to the job at hand.

Sometime in the last 5 hours a Caucasian male, mid forties to early fifties, was assaulted and killed in this alley. The victim, or what's left of him, laid under a sheet, soaked. He looked...

"What's up?" The deep voice of one of his coworkers asked.

Peter turned around to find Luke Cage observing the scene with detached interest. Beside him, standing with a styrofoam cup of some sort and a paper sack, Laura inhaled deeply.

She threw herself fully into being his assistant. Jane gave her a hand and got her a few conservative business dresses and sensible heels. Carlie hooked her up with a pair of glasses with fake lenses. Completing her disguise, Aracely gave her a makeover. Hair in a sensible bun and minimum makeup, the overall effect transformed the warrior into the picture of an efficient office worker.

Kind of reminded him of a shorter, brunette Pepper Potts.

Especially with that frown she was sporting.

"You missed breakfast."

Peter smiled slightly and cocked an eyebrow. He approached the two and took the coffee out of Laura's hand but waved the sack away. "I'll eat later. I can't right now", he told her waving to the corpse.

Her glare eased a fraction and she lowered the sack. "I could smell him outside when we approached."

"Really?" He replied with interest. The Marvel Knights adapted some of the tech from Reed Richards. Spider-Man had borrowed it when he beat up and swapped places with Venom. It didn't let sound travel outside the force field, and it was tweaked where you couldn't see through it. Also, they changed it to allow people to walk through it, and apparently smells. The Knight's used it to block off crime scenes.

"Yes", Laura continued. "I could smell the blood, and some sort of chemical I didn't recognize."

Peter was about to ask about it when scraping caught their attention. They turned to see Luke picking up a nearby dumpster that was against a building.

Peter ran to him, with Laura at a steady walking pace behind.

"Hey Cage! Don't contaminate my scene!"

"I'm wearing gloves", Luke shrugged. He sat the dumpster to the side and the three looked at what was revealed.

Hunks of partially frozen meat were thawing slowly in the shade beneath the dumpster, somewhat protected from the heat.

"Huh", Luke looked around, "is there a butcher's place somewhere near?"

"That's not beef buddy", Peter informed him, trying not to dry heave.

Laura took another sniff and adjusted her glasses. "Our victim."

Luke turned his shocked gaze from them to the small pile in front of them. His eyes grew hard and cold. He looked to the sheet covered body a few yards away. "What do we think happened?"

Peter stepped away and took a few deep breathes. He took stock of the situation and came up with a theory.

"Our vic was chased", he stated getting the others attention. "He was frozen suddenly mid stride. He fell hard, pieces breaking off around the area. The flash freeze wasn't completed, so the majority of the body remains intact."

"So someone with ice powers?" Luke scratched his chin.

"Ice TECH." The scientist corrected. "Most cryo technology leaves faint chemical residue. Harmless to consume in most cases. A natural ice dispensing super power leaves no chemical trace, right?"

Laura nodded to him after a moment of thought. "In my experience, those mutants that create ice do not leave any odorous sign."

"Mutants AND mutates", Peter corrected. "There's a number of the later running around too."

"Just makes our suspect list a little bigger", Cage commented. "Still, not a lot of 'em to round up."

Peter looked around the alley. "True."

He shook his hands and hundreds of spiders appeared from cracks and holes throughout the area.

Luke and Laura hardly reacted when Peter placed several evidence bags on the ground. Spiders swarmed the alley and several approached their summoner.

"I'll bag and tag what I can find here and check to see who I know that could do something like this."

Groups of spiders appeared to be carrying all sorts of refuse and debris from the area, even probable viscera from the victim that wasn't picked by scavengers. The helpful arachnids worked together to open bags and place their loads into them, then return to searching. All under the guide of the Spider.

"Man that's creepy Webs", Luke could feel his unbreakable skin goose bump.

"You should see me take out the trash at home", Peter quipped.

At least two dozen bags were filled before the swarm dispersed. It was probably the cleanest the alley had been in years.

Laura looked around. "I do not believe using spiders constitutes proper crime seen etiquette."

"Yeah, well", the brunette flushed a bit, "they're practically another set of eyes for me, and no one can get as good of a view as they can."

She hummed in response but didn't comment further.

The Harlem native shook his head in amusement and turned to leave. "I'll send for the rest of the team to sweep through, but I doubt they'll find much of anything after you."

Peter crouched near the bags with gloves on his hands. Almost like reading his mind, Laura handed him a sharpie and he began labeling the evidence.

"Cool. I'll try to have some suspects by lunch."

His assistant gave Luke the sack of food and pulled out a small electronic pad, another gift from Carlie, and tapped away with the stylus. "You have that meeting for lunch."

Ah. The "meeting".

Peter clicked his tongue then turned his head to Luke, "by the afternoon rush?"

Luke nodded, "I'll let Steve know." He walked through the reflective field, taking Peter's breakfast with him, into the New York beyond.

Laura glared after he left, but Peter just laughed.

Peter finished by the time several others walked in from the street, several recent hires that came highly recommended. None from the hero community, just hard working people that felt they would do better with the Knights.

They coordinated with him, and after a few questions let him leave. Several were in awe of how he could bag so much evidence on his own in such little time.

Laura made a note to warn him next time about looking TOO good at his job.

They left the field and passed through the standard police tape and crowds of the press looking for a scoop.

The pair separated soon after, Peter to make his meeting and Laura to speak with the rest of the special team. And maybe turn a hose on Miguel and Carlie if she walked in on something not appropriate for the workplace... again.

Peter made his way through the city, calling a cab when available and stopping at a familiar high-rise. Nodding to the doorman, he made his way to one of the top floors.

Finding the door he wanted, he knocked and waited.

A slightly round blonde opened the door and let him enter.

"Make it here ok?" Carol Danvers, the mother of his child, questioned.

"Well, didn't get sucked into the Negative Zone on my way, so I consider that a win." He winked at her. "Happened once. True story."

She smiled and shook her head. "Your life is so weird."

"Heh", he chucked a bit and sat on a couch. "So where were we?"

Carol retrieved some leftover pizza from her microwave and sat it on the coffee table between them. She sat on the couch opposite from him. "I was telling you about my time as Binary."

"Cool. I'll tell you about being Captain Universe afterwards", he said before starting on a slice.

So they continued repairing the bridge they didn't realize was being torn down.

Once finished with lunch and their stories', they agreed to another the next day.

Slow and steady, they both felt "something" they considereal long abandoned begin to grow between them once more.


	31. Chapter 28

"Ok, that's creepy."

Miguel silently agreed with Carlie's statement.

Walking into the lab, the duo find Peter hard at work. He sat crouched in a web swing barefoot and shirtless. Six arms worked in harmony. Top pair typed on the computer near by. Middle scanned through an electronic tablet. Finally, bottom fiddled with some mechanical device unrecognizable to the observers. Peter's attention seemed nowhere in particular as he worked effectively.

Spiders covered the area, moving things around the desk, and holding a pen Peter occasionally used to jot notes down.

"Ahem", Miguel tried to get his attention.

Peter swiveled his head in their direction. "Oh, hey you two!"

He hopped from his perch and put down his things as his extra appendages fell from his body. They shattered like cheap glass on the floor.

"Take five guys", he directed to the spiders. The arachnids dispersed and seemed to disappear as what looked like a Roomba with eight mechanical legs appeared from under a desk and vacuumed what was left of the arms.

Peter shot a web out of his wrist and caught his shirt on a chair across the room. He gave his friends a grin as he got dressed. "I think I'm making a breakthrough on the case."

Carlie hummed as she passed by, stepping over the Spider-Vac on the way.

"Uh huh", Miguel declared, watching the little robot.

Peter turned to watch as well. After sucking up the mess on the floor, it rolled to the wall and used it's legs to climb to the ceiling. Upside down, it made it's way to the web swing. Using a tiny, taser like device in it's "mouth", it cut one end of the swing and began slurping it up like spaghetti. Soon, the web was removed and the vacuum disappeared back under the desk. No trace of any Spider activity was left.

"You have too much time on your hands", Miguel declared. He walked to his desk and swept away a lingering spider.

The younger hero awkwardly scratched the back of his head. "I, uh, I really don't." He looked around and found some flip flops he had worn that day and slipped them on. "Been throwing everything into work, spending time with the family, and training Laura."

Right on cue, the young lady walked through the lab door. Miguel took a step back in case the claws started flying.

With gritted teeth, she presented Peter his request. "Chilli cheese dog, extra relish, easy onion."

He shook her glare off easily. "Now, what did you learn?" He asked as he took his meal.

When her hard edged stare didn't lessen, he continued.

"First of all, this is the best dog you can get in the upper west side. But more importantly, you're trying to rock the secret identity thing right now. I think you've got experience in infiltration, but LIVING another life is a while new ballgame. People treated you different when you weren't in costume or claws bared. You gotta get used to that. With those glasses on you're an ordinary woman, and interacting with people is part of that." He finished his little speech with a large victory bite of his chilli dog.

Carlie snorted from her desk, "hypocrite much?"

Miguel nearly laughed in Peter's confused face. He started going over Peter's notes while Carlie continued her rant.

"When was the last time you interacted with someone voluntarily?"

Peter put his dog down on the table, "all the time! I usually have a big dinner at my place about once a week!"

"And outside that? Have you seen Mary's club yet? You know Kaine put an actual down payment on an apartment with LEGALLY obtained money? Besides work you shut yourself up in your place, or you're at Carol's."

"How'd you know I've been going to Carol's?"

"Carol told April, April told Kaine, Kaine mentioned it to Aracely, and Mary overheard their conversation and told everyone else."

"Ah", Peter put his face in his hands. "It's not- it's just- we're kind of taking this slow ish? We're working on some issues and keeping it quiet." Like why it seems a billionaire is trying to keep them separated, or a deceased mutual friend is sending pictures of people not even existing in their universe.

"Regardless Peter, you're talking a big game for Laura. Admittedly, she could use help socially interacting, and I think it's adorable you two are helping each other like this, but you're not practicing what you're teaching."

The man put on the spot tried to sputter an excuse or a denial, but Miguel cut him off. "Listen man. Far be it for me to interfere, but Carlie's right. You're closing yourself off while still giving an illusion of being sociable."

Carlie continued. "You promised to look after your newly arrived family. I would think part of that would be actually getting out of the lab and SEEING them."

"I'm in the middle of a case right now and-", Peter was cut off by the man from the future.

"We're here to work on it. We DO work here too."

"And", Carlie helped, "we have old FF and Avenger records to help us. I think we'll be fine without you for a night."

Peter looked helpless for a moment. "What do you want me to do? Everyone is probably busy..."

Laura swiping on her new sidekick drew everyone's attention. "You have a message from Mary from earlier today. She is inviting you to her club. Kaine is working and the twins will be there."

"There you go", Miguel patted him on the shoulder. "You got your afternoon set. Ask Carol to go with you, make it a date."

"I'm not asking Carol to the club. We're working through a few things and-"

"JUST GO TO THE SHOCKING CLUB PETER!"

Both males turned shocked faces towards Carlie's outburst. Laura merely raised an eyebrow.

Carlie composed herself. "Sorry, but stop making excuses Peter. Get out and enjoy your night for once. We have this. I AM trained in Forensics you know."

"She's right. We can handle things here. And if we get stuck, we can call. Go out and mingle." Miguel urged him.

Between his coworkers' recommendations and Laura's creepy stare that he could almost feel, he felt like he had no choice.

"Ok, I'll go. But message me as soon as you think you have a suspect pinned."

Carlie waved him off, "yeah, yeah. We'll see."

Peter pouted a little and turned to Laura. "Well, guess we got the rest of the day off."


	32. Chapter 29

"Flash", Peter greeted his old friend.

"Peter", the taller man nodded.

Standing in an alley behind the club, Peter reflected on what circumstances led him here.

-An hour ago-

Approaching the club was the hard part.

He had to ignore the stares and annoyed words that were thrown his way as he bypassed the line and walked straight to the front.

Kaine serving as doorman quieted the line with a glare and let him straight in. The familiar, high ranking S.H.E.I.L.D. operative dressed in civilian casual standing behind Kaine with a smirk made his skin crawl.

Inside the club he was hit with a wave of nostalgia. He still couldn't believe Mary bought it from MJ without even meeting.

Over by a pool table, Pete, Miles, Doreen, and Nancy laughed and took their turns. He envied how at ease they were and wished he could have relaxed like that when he was their age.

Jess was a little ways away from them sitting at a table. He would have been worried she was isolating herself if he didn't see the tall, young, blonde woman she was talking to. She looked familiar but he decided to let it go for the moment.

He waved at the groups and wandered up to the bar where Mary was serving drinks.

She took his order of a Coke, added a crazy straw and a little umbrella, and moved him down to the end where a raven haired lady was sitting. She introduced him as her cousin and her doorman's brother, then introduced her as Jazinda.

The name rang a bell, but he didn't remember her either.

He sat and talked with them for a moment before Mary got her to check the flavor of her toothpaste.

He found an empty corner and sat with his drink.

Minutes passed. Peter sat alone watching everyone. No one approached him.

Laura took the rest of the day off and mentioned she would visit with Aracely while Kaine was at work.

He was fine with that. He didn't want to intrude on his friend's and family's good times. He was content to just relax a little and sip his drink.

Which of course was when he spotted trouble slipping out the back.

A quick sweep of the room and he figured no one else noticed it. He made his way to the same exit, focusing on being as unobtrusive and unnoticeable as possible.

A quick exit, stage left, and he was in the back alley, face to face with his old highschool bully.

-Now-

"So", Peter asked his former (and possibly current) tormentor. "How's things?"

Flash Thompson, current possessor of the Venom symbiote, stood and watched the brunette.

"No small talk? Fine", Peter's eyes narrowed and his arms crossed. "What do you two want?"

His tough guy act was answered with a snort and chuckle. "Wow Parker, it really is you huh?"

The Spider's glare intensified. He had been taking notes from his roommate. "Ock had my body. Thought you would have been briefed on that?"

Flash grinned a bit, "not Octavius. You. You're really him. Spider-Man."

Peter exhaled through his nose. Some of the aggression left his body. "Um, yeah. I'm him, does whatever a blah blah blah. Is that why you're here?"

The taller man suddenly turned serious. "Partially." His clothes turned to liquid darkness and incased him in a somewhat familiar form.

"Ok, neat new look", the shorter hero noticed the more streamlined texture to the suit, and lack of gaping maw. "You need fashion tips? Don't wear spandex in winter, I can tell you that much."

Venom stood in all his glory, seemingly ready to rip the smart mouth apart in an instant. "We need your help."

"Funny way to ask for it", a voice called from the roof of the club. Peter and Venom turned to see Kaine jump and land next to them.

"Thought you were on the clock", Peter asked him.

Kaine smirked back, "Maria is covering for me. Besides", Kaine looked around.

The two others followed his lead and found themselves surrounded. One end of the alley had Pete, Miles, and Doreen looking intimidating. On the other side, powerless Jess and mystery girl. Said mystery girl's hands glowing faintly. And the door to the club was opened and filled with Mary and Jazinda.

"You didn't think you could slip by all of us did you?" Mary asked, half amused and half ticked.

"The thought crossed my mind", Peter shrugged. "I got this guys, go enjoy your night."

"And leave you all the fun?" Pete shot.

"Not likely", Miles backed him up.

Peter sighed at the two. He should have expected it from his younger doppelganger, but he hoped Miles would have been a bit more cooperative. Maybe Spider powers made someone more reckless. Speaking of powers...

"Jess-"

"If you're gonna hit me with the 'you can't be here without powers' spiel, you can forget it", she spoke vehemently.

Peter held his hands up in surrender and turned to Venom. "Well, how you want to play this now?"

Venom turned to him and slumped slightly, looking dejected. "I wasn't trying to start a fight Peter."

"Just trying to look tough then?"

"Old habits I guess", the symbiote opened up and Flash's smirking face appeared.

"So, posturing aside", Mary began, "what do you need from him?"

Flash did a double take at her, obviously seeing the resemblance to the Mary Jane he knew. Shaking it off he muttered to himself, appearing to self converse. Knowing what he held, no one called him out on the odd behavior.

The suit pulled away and turned back into civilian casual clothing.

Flash put his hands in the pockets. "Sorry about that. He's a little over dramatic."

"That's putting it mildly", Kaine commented under his breath.

"Peter, I need your help", Flash asked.

The brunette raised an eyebrow and spun his hand in a 'keep going' motion.

"My, uh, sidekick I guess", the blonde rubbed the back of his neck, "she's in trouble."

"Trouble how?"

Mary interrupted the conversation with a cough, "can we take this elsewhere? Not that I don't appreciate aesthetic, but some of us have a business to run and can't spend all their time having showdowns in back alleys."

"Top floor?" Kaine asked.

With Mary's nod, most of the group filed in the back door to the club. Flash followed last, leaving Peter and Kaine outside.

"Well, Flash Thompson is Venom? That figures", Kaine shook his head.

Peter grunted questioningly.

Kaine brushes it off. "Later. We got something to deal with now."

"Not WE buddy. Me."

"You want to run that by everyone?"

Peter grimaced a bit. "Not really, but I don't want to drag everyone into another problem."

Kaine stared at him for a moment. "You're an idiot."

Said idiot sputtered.

"We're, eh, 'family' for the most part Parker. You've been amazingly accepting since I've been back. I never would have dreamed I would have this kind of life. My body's been healed. I got an actual job. I got a nice lady friend who weirds you out. Life is good for the first time in a long while. And while I may not be the best at it, I'm going to have your back. I think that goes for almost everyone here. So why are you still trying to take on the world on your own?"

Peter looked down feeling slightly guilty.

Before he could comment, Kaine continued. "It may have took most of my 'life' but I think I get it. You want to protect everyone. I think I actually get it now. I guess that's supposed to be admirable. But where has that gotten you? You practically got a Spider army that would throw down for you, not to mention other friends in the hero community. And I mean ACTUAL friends, not Iron-Deficiency or whatever he's going by."

Kaine let out a tired sigh. Peter figured this has been on his mind for awhile.

"Peter, you're okay", he gritted his teeth to get it out. "But you're not alone. You haven't been for years, but you still act like it. How many problems could have been solved if you just asked for help?"

Peter felt like he sucked a lemon. But he had to laugh a little. "When did you get so family oriented?"

"I've been helping some people." Kaine looked slightly embarrassed. "They've been coming to me for advice and stuff. Someone has to look out for them."

He turned to enter the club. "I'm sure they would appreciate your input, if you could pull your head out of your own a_ and stop hiding from people."

Kaine left his "older" brother alone in the alley.

Peter spent a moment thinking about everything. He admired Kaine a bit. Going from broken copy to functional, if somewhat angry, member of society is something he should be proud of.

And Kaine was dead on about him too.

As much as he's grown as well, he still had some issues. Where was Emma when he needed her?

The sullen hero pulled out his phone and sent her another message to meet for another session, hoping she'll finally respond.

Hesitating for a second, he sent another couple of messages, Kaine's critique of him fresh in his mind.

Satisfied, he entered the club.

Time to deal with the pair of pains.

-Forensics-

"This doesn't make any shocking sense".

Carlie turns from her computer screen to her "partner". "What you got?"

Miguel scrolls through his own screen, taping his talons on his other hand on the desk in a nervous tic.

"I narrowed down the chemical residue but it shouldn't exist, or at least I wouldn't think so."

Carlie kicks off from her position to wheel her chair next to his.

"The last recorded instance of this particular chemical chain was YEARS ago, and the technology was supposedly destroyed."

She skimmed the info in front of them. "Someone could have just rebuilt the tech."

The man from 2099 crossed his arms and glared at his screen. "One would think, but almost all the schematics from that period have been wiped as well."

She chewed the inside of her cheek. "Cover up?"

He smirked, "mental breakdown from what I can tell."

He pulled up another screen. It showed the front page from an old Daily Bugle. On it was Tony Stark, posing for the camera, with the heading, "Iron-Man Fired!?"

"A few years ago in your time Stark snapped and started destroying his own tech, or tech that was derived from his."

He pulled up another window, this one with a blue and white figure.

"The villain 'Blizzard' was one of the people attacked. Stark fried his circuitry, and erased the plans for it."

Carlie nodded along. "So someone had some old cryo dispensers hidden?"

Miguel looked uncertain. "Maybe, but why break it out now? And there's something else."

Another screen. This one with chemical figures.

"We analyzed the chemical traces right? They match exactly from years ago."

"What's that mean future boy?"

"It MEANS cave girl, that someone had to have gone to great lengths to maintain this outdated device for it to match the exact same chemical profile without any kind of degredation."

Carlie blinked at him and let it sink in. She sighed deeply.

"Well this is progress at least."


	33. Chapter 30

-Another chapter to make up for the long wait of the previous one.-

"Watch out!"

"It's coming for you!"

"Get down!"

It is chaos in the warehouse.

Heroes, sanctioned of course, are tossed left and right by the large, inky creature.

"Sweet Christmas!" Luke Cage screams as he's tossed into a shipping container.

Peter doesn't even look up from his work. "You're doing great Luke", he comments absently.

Daredevil stands a little in front and to the side sipping a steaming cup. "Done with that yet?"

"Patience is a virtue", Peter says from behind an impromptu table with scattered electronics.

"Not right now it isn't", Misty Knight lands a back flip next to the red clad hero. She turns to the scientist. "You're the expert on this right? How about a little muscle?"

Peter sighs and rearranges some wires. "Can't. Promised Steve. 'Spider-Man' is officially retired for the time being. I'm here as just plain old Peter Parker. That's why DD is "gaurding" me."

Daredevil pauses mid sip and casually deflects some debris away from Peter's work with a swipe from his billy club. "So why don't you lend them a hand without the suit?"

"You going to finish this gizmo horn head?"

Horn head shrugged and watched the scene in front of him.

Luke was back in the middle of it, wrestling with a pair of black tendrils. Iron Fist was avoiding a few out of the creature's back. Venom, freshly deputized by Steve Rogers himself, held one of its massive arms. Jessica Jones was darting in to attack the creature, while Elektra sank her sais into the other arm.

Doctor Strange sat off in a corner, floating in the air, mumbling some archaic language and glowing a light blue.

Venom is suddenly hurled, colliding with Jessica, and flies toward the small group.

Daredevil grabs Misty at the last minute and pulls her out of the way. Peter keeps his focus on his device and tilts his head slightly to avoid a flying limb.

Venom grabs Jessica and takes the majority of the impact into the warehouse wall. They fall in a heap on the floor.

Jessica pushes the larger person off of her and stands before Venom's gasp catches her attention.

"Coma girl?"

Her eyes narrow at the speaker. Venom's mask pulls away revealing a blonde man.

"Hey, coma girl! It's me, Flash Thompson."

Hundreds of cruel events run through her memory.

"Remember me? We went to highschool together!"

She takes his outstretched hand, "yeah, I remember you."

Iron Fist is helped to his feet by Misty. She shakes her head, "this is hopeless. It's too strong. We need more muscle or some kind of distract-"

She's cut off by Venom's scream as he's thrown into the similar looking creature, catching it by surprise and causing it to stumble slightly.

Misty grins, "that'll work."

The veteran heroes capitalize on the distraction and as a group they pile on the creature. It loses it's balance and falls into its front. Luke and Venom grab one arm, Jessica and Misty grab the other.

Iron Fist and Elektra fight off any flailing tendrils.

Strange finishes his chant and plants his feet. He strolls toward the creature with his hands pulsing with energy.

"Showtime", Daredevil announces and steps aside. Peter tosses him a futuristic looking jar and arms himself with fancy looking gauntlets.

Doc chants a line and white light shoots from a glowing circle on the floor and binds the creature. The group containing it back away, leaving Strange and Peter just outside circle, facing the creature from behind it and in front respectively.

Doctor Strange points the index and pinky fingers of both hands at the creature and the glow around them brightens.

Peter flicks a switch and twists knobs on both gauntlets, generating a low humming vibration.

"By the light of the seraphim", Strange begins, "mark of the Menacing One begon!"

The creature roars as a glowing red mark appears on its chest. The mark is being pulled away by some invisible force, but remains stubbornly stuck to the black hide of the creature.

"It is as I feared", Strange informs Peter. He maintains his posture but sweat begins to pour off him. "The Hell Mark is bound to the creature and the human host both, increasing its power and its hold."

"Kay, time to rock then", Peter grins and turns the knobs to the '11' setting.

He crosses the threshold of the circle and is immediately beset by angry tendrils. Easily, he wastes little movement bending and twisting slightly to avoid any attacks.

Peter gets close to the large thing, and lets loose weaponized soul.

"YOU KNOW YOUR LOVE!"

The gauntlets, cobbled from old Shocker weapons and a design from Hank McCoy he used with one of his students, shake with the volume and intensity of "Higher and Higher".

The creature's roars are drowned out and it thrashes in apparent pain. The mark is pulled further off, hanging by strands.

Doctor Strange and Peter pour on the pressure and the stands snap, piece by piece, until the mark is freed and shatters in a flare of crimson.

As soon as the mark disappears, the creature shrinks in on itself and its dark bulk flies from its host from the concentrated sound bombarding it.

Daredevil swiftly moves and contains the symbiote in the high tech jar.

Peter releases the triggers on his gloves and catches the young girl that was possessed.

The heroes gather around him and watch as Venom and Doctor Strange take the girl and examine her.

Strange addresses the group. "Her vitals are fine, she is merely exhausted."

The mask shakily pulls away again revealing Flash's pained but relieved expression. "Great. Thanks for the help everyone."

Venom takes the girl, intending to ship her back to her relatives.

Strange parts, handing Jessica a conjured invoice for his official assistance with the Marvel Knights. He leaves in a classic puff of smoke.

"Well that does it", Luke exclaims with a smile. "Job well done."

"Surprised you called us in on this Peter", Jessica stands next to her husband.

Peter sheepishly removes the gauntlets. "Yeah well, it was pointed out I may try to take on too much on my own."

Daredevil huffs, "does Moonknight use too much bleach?"

The collected heroes laugh at the joke and begin packing up. They leave the warehouse and approach a few modified patrol cars and a van.

Marvel Knight personnel exit the van and take the gauntlets and canister and enter the warehouse to work, leaving the group alone.

"So it's", Misty looks at a small screen on her metal arm, "4:27 in the morning. Anyone up for breakfast?"

Most of the others murmur their consent and move to the cars.

Peter watches them for a moment before movement catches his eye. Looking at the roof of a nearby building, he sees Kaine, April, and the other Spiders, along with Doreen, watching the scene. Peter gives them a subtle thumbs-up.

Kaine gives him a nod and he leads the others away.

"Hey Peter", Daredevil calls to him, sporting a knowing grin. "Coming this time?"

Peter thinks for a moment and smiles. "Yeah, yeah I think I will."

-Swinging Away-

"So we're already dressed up and keyed to fight", Pete speaks to the group swinging away.

Kaine grunts an affirmative. "It was in case we were needed. Seems we weren't."

"Shame though", Mary chimes in. "Was itching a bit for a fight.

The others speak their agreement.

Kaine sighs. "Well what do you want? We were pushing it already. The Knights aren't taking it easy on us anymore."

A store alarm starts ringing nearby. Landing on a rooftop, the heroes watch White Rabbit and a gang of D List villains robbing a pawn shop.

And no cop or Knight in sight.

The others turn to Kaine.

Sighing again heavily, he slumps his shoulders. "I swear, someone somewhere is setting us up half the time."

He stands straight and takes a deep breathe.

"Well what are you waiting for?"

-Miguel's Apartment-

It was a late night, but productive.

They stopped at about 2 and left the lab. Making plans for the weekend, they went their own way and Miguel went to his apartment.

He yawned and checked his primitive wall clock, noting the time as 5:13.

Time flies as you're having fun, or working on your own projects.

The casing was ancient by his standards, but the modifications he made to his laptop were more to his liking.

His stomach rumbled and he decided to grab something to eat before trying to sleep.

Leaving, his laptop continued to run through its programs.

Glancing through his barren, 20th century refrigerator, Miguel shuts the door and grabs an apple.

He takes a bite and decides to finally crash on his bed.

He goes to take another bite while he's passing near his laptop until a beep catches his attention.

He turns to look and drops his apple in shock at the words emblazoned on his desktop.

TIME STORM STABILIZATION SOLVED


	34. Chapter 31

The tired brunette turns over in his bed and checks his phone.

11:57 AM

Not TOO bad, he thinks. Finishing breakfast with his coworkers, he finally got home at about 6. Laura gave him a look and sent him straight to bed. So he calculated a bit over 5 hours of sleep. Much more than he used to get when he ran around in spandex.

Contemplating staying in his warm, comfortable bed, he decides against it and slowly gets up and moving. A quick shower later and he's semi functional again. Prioritizing his rumbling stomach, he heads to the kitchen.

April, he sees, is halfway paying attention to a documentary on the tv and filling out some paperwork.

"Oh, hey dad", she turns to him. "I got you, um, 'Peter Parker' as a reference. Who else can I put down?"

Her paperwork ended up being an application for the Marvel Knights. Peter thought for a moment.

"I'm sure any of the FF will vouch, and I'll call later to give them a heads up", he scratched his stomach and passed her on the couch. "Probably Danny too. You two kind of met and he's usually a good judge of character. I'll ask him."

"Danny?", she questions.

"Danny Rand. He's-", Peter stops in his tracks and closes his eyes and sighs in annoyance. "He's a coworker. I forget you're not in the know, I shouldn't be giving ID's out like that."

She gives him a smile, "it's ok, I understand. The Future Foundation will work. I can throw Carol in too."

Right. Carol. Big part of the reason he's even talking to his baby mama is his alternate future daughter with another woman reached out and struck up a friendship with her. As strange situations go, that didn't even crack his top 5 of that week.

He gives her a smile and walks to the kitchen to an odd scene.

Laura places two pieces of bread on a paper towel and goes to the refrigerator and takes out some peanut butter and jelly jars. She puts one jar down and looks in the silverware drawer. Frowning, she looks and sees a stack of dirty dishes and utensils in the sink. Narrowing her eyes, she unscrews the lid of peanut butter and pops an individual claw on her hand. Scooping a glob, she spreads it on a bread slice. Switching jars, she retracts the claw on her hand and pops the second one. Doing the same dance with the jelly, she finishes her PB&J and places the jars back. Taking another paper towel, she cleans the back of her hand. She then takes a satisfied bite of her sandwich.

"That can't be hygienic", Peter states and makes his way to the fridge.

"Actually, my healing factor removes germs and bacteria from my body. The tightness of my skin as my claws extend wipes away any residue. Dr. McCoy classifies my claws as surgically sterile", the young woman explains.

Pulling an apple out, he closes the door and turns to her, "then why use two different claws?"

"Habit I assume", she says, slightly bewildered by her own behavior, "I would not use the same utensil in both jars." Her eyes narrow at him, "if I could find one clean."

Peter raises his palms in defence, apple hanging from his mouth. Was it his turn to do the dishes?

Whoops.

She returns her attention back to her sandwich and he smirks at her. "Clean freak" may not be the BEST personality trait, but it WAS a personalty trait. In the little time they've lived together, he's seen little quirks and foibles emerge. Away from the craziness and energy of the X-Whatever-They-Are-At-The-Moment, she's had time to breathe and just LIVE for awhile.

After finishing his apple, he puts the dishes on to wash. Only because he wanted to, NOT because he feared her wrath.

Finishing his chore, Laura gets his attention.

"Carlie called, she wanted to discuss your case and ask if you have heard from Miguel", she taps away on her pad on the counter. "Miguel apparently requested a sick day and did not attend work. Jessica Jones called as well. I believe I detected some annoyance in her voice, but she asked if you and Carol would like to attend dinner at their residence this Friday. Commissioner Rogers has given you today off on account of your business last night, but do not forget your dinner at Carol's residence."

Leaning back on the counter, Peter crosses his arms and thinks. The case had been in the back of his head all night. Far more than who had access to it, but WHY was that particular victim chosen? He wished he could have asked the spirit more questions, but these vague "spirit rules" seem intent on making this new ability an annoyance at best.

Miguel taking a sick day was, maybe, a bit concerning. Dude was from the future and liked his privacy. It may just be a personal day to do some future stuff. If it lasts a few more days then he'd go check on him.

A bit more concerning was Jessica's invite. She was a bit miffed of finding the old highschool bully was parading around as Venom. That simmering anger was turned on him when she realized he knew and vouched for him. Flash was most likely the one that started the "Coma Girl" name, and she was NOT happy about it. She cornered him in a booth during breakfast and demanded to know if anyone else they went to school with put on tights. So he gave her the list, Carl, Charlie, and Sally to name a few. She had seemed a bit flabbergasted but calmed down a bit after that. Carol is one of her best friends, so she had to have found out about his and Carol's situation from her. This dinner might be for any number of reasons, most of them probably not good for his health.

And he has a "date" with Carol. He liked checking in on the baby, but enjoyed her company too. Sharing their histories and comparing notes for this conspiracy they found themselves in, their meetings were far from romantic. But still, he felt something was there. He still had some sort of feelings for her. He only hoped she felt the same.

"Alrighty", he finally said. "What do you have planned for the day?"

His interest caught her off guard. For all his heart and friendliness, she was not used to him acknowledging much beyond his sphere of attention.

April took that time to butt in from the living room, "SHE HAS A DATE!"

If he had been drinking anything, he was pretty sure he would have choked to death in surprise. He whipped his head around and stared at her, "a DATE!?"

Laura remained completely unperturbed, aside from a very slight coloration to her cheeks. "It is an early dinner. We agreed to meet and discuss a possible relationship", she informed him completely straight faced.

Her stoic face morphed into shock as Peter, in his excitement, sprouted his extra arms and gave her a huge hug. He picked her up and spun her around the kitchen, "A DATE! Holy cow Laura, that is amazing! Do I know who?"

She forced her way out of his arms and growled. It was a testament to her growth that she didn't extend her claws or attempted to injure him. "I am sure you do, but I do not believe it is any of your business."

Her attitude dampened his enthusiasm a bit. "Sorry Laura", he apologized as his extra arms fell to the floor and shattered. "I'm just surprised. Of course it's none of my business."

They stand there in silence. A Roomba like robot, the same design as from his lab, exits from under the kitchen island and cleans his mess.

She lets it zip back to its port before she speaks again, "I apologize. I am still not used to physical affection."

"Um", he looks away and scratches the back of his head, "I'm sorry too. I probably shouldn't go around swinging people." He grins at her, "I'm proud of you though. Hope you bring him around to meet the family eventually."

She turns back to her work with a small smile, "perhaps. Maybe if we continue past one dinner."

"And if he hurts you", Peter says mock seriously, "I'll get a ton of spiders to invade his bed in his sleep."

She nods in complete seriousness, "very well."

Wow. A date.

Peter grabbed a water bottle out of the fridge and left her to her work. Walking back to the living room, he sees April stretched out on the couch watching the tv, her application apparently done on the coffee table.

"You got any boys I have to threaten?", he asks.

She sports a Cheshire grin, "not unless Franklin Richards is a teenager yet?"

"Um, no", he shakes his head in exasperation and walks away from her laughter. Future people had the WEIRDEST sense of humor.

-Carol's Apartment-

Peter climbed the last few steps of stairs to Carol's floor. Since cutting back on his heroics, he needed SOME way to stay in shape.

He stayed at his place hoping to see who Laura's date was. Unfortunately, after April helped her get ready she left to meet him at the restaurant. Then April made him promise not to spy on her date.

She could take care of herself so he wasn't worried... much, anyways.

Doing a little work from home, he killed some time before his own dinner. Carlie emailed him some details she uncovered with Miguel on the case.

Blizzard, an old Stark villain fit the profile they built up. But if he recalled correctly, wasn't he a mutate now? Why use outdated technology that could be traced back to him? Outdated, supposedly lost, technology at that.

He shook his head, trying to shake off the sense of gloom he has been feeling for the last hour or so. Almost like his Spider-Sense going off, but far from him. But creeping closer, almost like...

It was coming from the apartment he stood in front of.

He tried to shake off his unease and knocked on the door. It wasn't completely shut and swung inward slightly. He cursed in his head, Carol asked he keep spiders out of her place, so he couldn't ask them to check on her.

He peeked his head in, "Carol?"

"In the living room Peter", she didn't sound in distress, but he remained cautious.

Walking in, he shut the door. Taking slight steps he walked through the hall to the living room. He turned and saw her sitting in a small chair in the middle of the room in the dark.

"Ok, obviously cliche", Peter commented stepping in the room. His Spider-Sense narrowed in behind her. "Does evil doer or doers unknown want to explain his demands?"

From behind Carol, a slight figure stood up. In the darkness, Peter could make out a stringy mop of hair on top of sunken, tired eyes framed by a greasy, teen face. What really stood out was the large handgun being pointed at Carol's head as he moves to stand beside her.

Peter's eyes widen in shock, "Andy?"

"Alpha", the teen says keeping trying to keep his attention on both heroes. "It's Alpha", he gives his glare at Peter a touch of energy in his eyes for affect.

Peter remained rooted to the spot, trying to look as unthreatening as possible, "Alpha. Right, whatever you say."

The teen seemed to take offense at that, "whatever I say? How about when I begged for my powers back? You stood there and laughed and threw me OUT!" He punctuated his outburst by jamming the gun in Carol's head making her hiss in pain.

She got hurt. How? Peter put that to the side and and tried to calm the teen, "you got powers back? How'd that happen?"

"YOU!", Alpha screamed. "Don't pretend you're innocent! You turned my powers back on but they're not working right!"

As if emphasizing his point, a stray blast of energy erupted from his body by his outburst and blew Carol's couch through a wall.

"I needed your HELP! But you sicked Spider-Man on me and he knocked me out the window!"

Peter tried to follow but he had no clue what the angry young man wanted. He glanced at Carol to check on her and saw her silently mouthing something.

Octopus.

Octavius did something while in his body. Again. He was so getting a wedgie if Peter ever saw him again.

"Alpha. That wasn't me. You've seen the news right? That was-"

"Bull_!", Andy was raving now, "It was YOU! I know it was! You gave me back my powers but you messed me up!" Alpha stabbed a finger on his free hand in Peter's direction, another lance of power shooting out over Peter's shoulder, blasting a hole in Carol's hallway.

Peter thought he had it figured out. Octavius, in his body, reversed the power drain Peter slapped on the kid, for whatever reason. Something must have gone wrong though, turning the once arrogant youth into something unstable both mentally and physically.

"Alpha", Peter tried, "Andy. I swear, that wasn't me. But if you let me help, I can go and-"

"NO!", Andy leveled a glowing hand in his direction while keeping the gun flush on Carol's temple. "You don't go anywhere! Fix me NOW!"

Carol tried a motherly tone, "Andy, please. He can't wave his hands and fix whatever is wrong."

She got another jab in the head for her trouble, "he's not leaving! He'll get Spider-Man or the Avengers or Knights or something."

Peter tensed. Things were escalating. He was fast, but could he beat the twitchy finger of an unstable powered kid?

"Why the gun?", Peter asked, "how did you even get that?"

Alpha paused to look at the shaking weapon in his hand before addressing him, "a friend. He gave it to me while I was looking for you. Also told me to come here, that you had knocked up some lady." So he didn't recognize Captain Marvel? That should give them an edge, "Told me what to do to get what I want."

Him?, "Tony Stark?"

Alpha looked at him confused, "Tony Stark? Why would he help me?"

Peter sighed slightly. So Stark didn't hand it to him directly. Could have used somebody to point the teen in this direction. Who else would use Carol to get to him?

Andy continued his monologue, "and if I don't get what I want? I start using this. Couple of shots and I run off, I can still get pretty far with my powers messed up. Who's going to believe I came out here and shot people? I got blasts!"

The brunette wanted to wipe the smug look off the younger guy's face. Plenty of potholes in his plan, but Peter doubted the teen would listen to reason, "take me instead. Leave her out of this."

"Think I'm stupid, Parker?", Andy looked annoyed, "I got her, I can make you do anything I want."

Peter glared at him, "I won't do anything with you holding a gun on her."

The teen gritted his teeth in rage, "how do you like it then?" He swung the gun off Carol and aimed straight at Peter, and that's when she made her move.

Before Andy could fire, Carol jumped up and grabbed his arm and pulled it up. Peter charged them when the gun went off. The bullet hit Peter in the head in his rush to save her, and he collapsed in front of them. Carol screamed for Peter, but that distraction let Andy throw her down on the floor and he leveled the gun at her again.

Andy stared at her wide eyed, "it was your fault! You did it!"

She raised already tearing eyes defiantly at her captor. The unstable teen seemed to make up his mind and pulled the hammer back on the gun.

A weight fell the gun and crushed the barrel. Andy screamed in shock and looked to the side at the source. Peter stood there looking like a demon from hell. His eyes glowed red in what little light was present. His lips were pulled back in a snarl, revealing sharp fangs straight out of Bram Stoker's. There was a gaping hole in his forehead from the shot.

Andy screamed and a hand covered his mouth. The teen fought with all his strength to get loose, but seemed powerless against this zombie. Andy tried to swing a fist at the creature's head with a left but it was caught. Swinging his right, he found that caught as well. In his terror filled mind, he noted too many hands.

Peter didn't know what he was going to do. He was terrified for Carol and the baby, terrified of what this kid was capable of, and terrified of what he felt. His head was killing him. Figuratively thankfully, thanks to the same material his extra arms were made of subconsciously forming a bulletproof exoskeleton at the point of impact, an ability he had no clue of until now.

His confusion would have continued until he heard something breaking and Andy going limp in his arms. He saw Carol behind the teen, pieces of her chair broken in her hands.

Peter dropped the kid and felt the tension fall from him. The extra arms and pieces of broken exoskeleton on his head fell to the floor. His eyes returned to their natural color and his fangs retracted. Any other woman would have shrunk back from his monstrous looking form. Carol waited until he was done then threw herself at him and tried to swallow him in her arms. Peter wiggled his arms free and put them around her, noting the lack of the usual strength she seemed to exude.

A small gasp from her caused the two to separate a step and a glow caught their attention.

Her slightly swollen stomach radiated a soft light, the same color as Alpha's energy. It pulsed once and faded away.

Peter and Carol raised their eyes to stare in shock at each other.


	35. Chapter 32

Peter readjusted the ice pack on his forehead, "thanks for this Hank."

Hank Pym, dressed in sweat pants, muscle shirt, and lab coat typed a few commands on a computer, "not a problem Peter. I'm just glad you two are ok."

Carol sat nearby in a comfy office chair looking into her cup of now lukewarm tea. She grunted slightly in acknowledgement.

After calling Luke and giving him the bare bones rundown of what had happened with Alpha, Peter and Carol ducked out to get looked at. They left the unstable teen to the Knights.

Peter's head throbbed, consequence of taking a bullet there. Thankfully, his powers seemed more dumb luck based instead of Spider. Pym referred to it as "spontaneous generation of a kevlar equivalent exoskeleton". Giving his recent upgrade, an exoskeleton kind of fit. His powers were getting more and more arachnid based. Even his mini freak-out with the fangs and such happened a few times before, back when he FIRST got his ability boost.

He looked at his reflection in a window in Pym's lab. He was going to have a nasty bruise for a day or two, but that would fade. He was more concerned with Carol.

She had hardly moved since he brought her to Pym's cabin. She wanted to go somewhere else but he convinced her otherwise. Peter trusted Pym. Well, Peter trusted other super geniuses as well, but he trusted Pym AND Pym's paranoia. Whatever they found, Peter was certain it wouldn't get out.

Reed could argue all he wanted, but being as public as he was people often devoted vast resources to know what he knew.

But as much as Peter trusted Pym, and the rest of their little clique, Carol didn't. Classic "high profile v. outcast" superheroics, Peter mused.

Carol fidgeted as two sliver dollar sized mechanical ants crawled out from the bottom of her shirt. Peter smirked slightly. Pym had been impressed enough with his design that the occasionally Ant themed hero imitated it, with his own flair.

Reaching her knees, the little gizmos unfolded transparent wings and flew to the desk Pym was working at. They landed and sprouted little USB connections from their rears and plugged themselves in to Pym's computer.

Peter walked to Carol and put his hand on her shoulder. She jumped slightly in her seat and pulled away before realizing what was going on.

"You ok?" He asked concerned. There was too many unanswered questions at the moment.

"Yeah", she replied slightly uncertain before taking a deep breathe and firming herself. "Yes, I'm ok. Just a little uncomfortable with..."

She trailed off and motioned with her eyes at the robot ants.

Pym noticed her discomfort and coughed, "sorry Carol". He spun away from his monitor. "When Peter asked, I had to adapt some of my ant bots for the job."

"Again Hank, thanks", Peter placed his hand back on her shoulder and she leaned slightly into it. "Any news yet?"

Data flew on the screen followed by several black and white pictures. To Carol's earlier amazement, Pym modified his information gathering ant bots to take a sonogram.

"Near as I can tell guys", he magnified an image and played an audio file, "your baby is as healthy as possible". A strong heartbeat thumped on the computer speakers.

Peter's hand felt like it was suddenly caught in a vice. Carol grabbed it and squeezed as her breathing hitched. He tried not to wince too much from the pressure, "can you tell the gender yet?"

The incredible shrinking man crossed his arms and stared at the data in concentration. "Not at the moment, there's slight interference-"

"WHAT!?" Carol's outburst startled the men in the room. "What's wrong? What kind of interference? Is it my powers?"

"Everything is fine Carol", the scientist quickly tried to console her, "just an oddity".

At her glare he quickly elaborated. "Well the sonogram, near as I can tell, is slightly faded, like the sound couldn't penetrate you properly, or what I theorize", he looked her straight in the eye, "he or she was absorbing it."

"Like Alpha's energy?" Peter questioned.

Pym nodded, "my bots could detect leftover Alpha energy being slowly drawn in, along with the ultrasound, chronal, and ambient energy surrounding us and a partial siphoning of your own energy powers Carol."

She took it in with a slight nod, "so I'll eventually lose my powers?"

"There's a slight possibility", he conceded, "but unlikely. Your baby entirely absorbed energy from that kid, likely as a defensive reaction. But he or she is only taking a bit of your own, possibly in addition to the nutrients they would receive from you, almost like he or she can sense what's going on around them."

Peter considered that. Vast energy absorbing power while still in the womb? His kid was gonna be a powerhouse! And they can somehow sense events? Well, he wasn't the only one in the equation with some kind of precognition. Could the baby somehow have inherited it from one or both of the parents?

Pym looked at the two as they were deep in thought. "Well, I'll leave you to talk. I got leftovers in the fridge. You two are welcome to it if you want", he gave them a smile as he left.

Peter stood in place, mind racing with possibilities, until he felt the pressure release on his hand as Carol's fell into her lap. He moved to crouch in front of her as she let out a shuddering sigh.

"What...", she seemed lost, "what is happening? I, I don't understand".

He took her hands in his, "Carol? Our kid is fine. Better than fine even! Energy absorbing on that kind of scale? That is amazing! I'm guessing the tyke is gonna be POWERFUL!"

Her eyes took in his proud grin, "yeah? So was Marcus".

His smile faltered a little, "what do you mean?"

Her hands slipped from his then covered them, "it's not the same I know. But, what if? What if he comes back? What if it's him in there again Peter?"

He was about to refute her before she continued, "illogical maybe, but what if? Or maybe he's not there. Maybe it's just our kid. Our amazingly powerful child. How does someone raise a kid like that? If they can throw a fit and crack the planet in half, what can we do?"

Peter was taken back a bit. He didn't think about that. Not the Marcus thing, he doubted that guy was in anyway involved. But the experience with that guy certainly left it's mark on the woman in front of him.

"We do the best we can. Isn't that what any parent can hope for?" He offered her a heartfelt smile.

She gives up fighting the small grin that blossoms onto her face. The powerful mother to be stands and embraces the stunned man.

"Thank you Peter", she whispers into his ear.

She pulls away to see a goofy grin adorning his face and laughs softly at him.

"But for right now", Peter continued, "we have to do something about your place".

Carol slumped in her seat and heaved a deep sigh. "I'll probably lose my deposit. They were fine with me staying there as long as there was no heroing happening. I thought for once I could have stayed anonymous in my civilian time".

Peter let her mope for a moment before springing his trap.

"Well Carol, I know a place that's built like a fortress in a low key neighborhood. You'll have some roommates, but the rent will be cheaper, and they're a good bunch".

She let it roll around in her head and looked to the man in front of her to ask a few questions.

She paused at the suspicious gleam in his eyes.

"Peter? No...", she tells him uncertain.

The grin on his face gets wider.

"Noooo", she says a little more forcefully.

He crosses his arms.

"No?" She says, confused and slightly worried at what she thinks he's asking.

Peter nods to himself.

"No", she tells him in a tone of finality.

\- Parker Residence -

The door is opened and the annoyed blonde is hit with confetti and a streamer.

April's hands are still in the air from throwing the confetti she got a hold of at short notice. Next to her Laura is standing still and stoic, with the end of the streamer on the ground pointing at her. Accusing.

Peter steps around her with several of her packed bags in his hands. He poses behind the younger women with arms outstretched, the bags beckoning to the area around them.

"Welcome to your new home Carol!"

She blows some shredded paper off of her head in a huff.

"Yay..."


	36. Chapter 33

It's a surreal moment, Carol thinks to herself.

Eating breakfast at the kitchen island of her new (temporary, she swears) home, she observes the pseudo family go about its business.

"You sure it's not Beck?" Peter (JUST her roommate, she claims) asks. "I've seen some signs lately that point to a Mysterio."

"Positive", Matt (her neighbor, but not her lawyer) replies. "Illusionists were the first thing I checked out. All are accounted for one way or another." He taps at something on one of the papers they are hunched over. "I'm thinking something spookier."

"Zoinks. Is "spookier" one of those fancy lawyer terms?" Peter quips while arranging some of the scattered paperwork. Carol nearly chokes on her cereal and BBQ sauce (not as funny as he thinks he is, she tells anyone who asks).

You don't need super senses to practically feel Matt roll his eyes. "If the word fits, shut up and think who could be doing this."

Carol turns blue to keep from laughing hearing Peter's, "Old Johnny would have made it sound better." (Better than she gives him credit for, she quietly admits to herself.)

Behind the squabbling duo, Carol can see Elektra (dangerous lady) using the cutting board while Laura (another dangerous lady) watches and asks an occasional question. Two professional killers, and they were discussing cooking recipes and techniques like civilians. (And Peter wanted to raise a baby HERE?)

The ball of demented sunshine drops from the ceiling next to her. May, April, June, or July, whatever she was calling herself (you've had similar issues don't judge, she scolds herself) drops a packet onto the island counter. "Here you go pops, my paperwork to be an official Marvel Knight", she smiles brightly and steals a cereal puff from Carol's bowl.

"Awesome", Peter tells her and places her paperwork in his gathered bundle. Carol can sense a subtle movement in the air and watches a few spiders (kind of cute, she'll never tell a soul) slide Peter's water glass closer to April. The younger woman gags on the sauce covered breakfast staple and downs the glass. (Serves her right, she grins internally.)

"You remember Blackheart?" Matt questions suddenly.

"Hmm", Peter leans forward on the counter and stares into nothingness (intense when he's not flapping his lips, she notes). Carol watches him as he peals back the layers of memories. Fights, beatings, victories, tragedies, it all races through his mind, reminding the cosmic heroine that the man before her is older than he likes to act. (More mature, she squashes the thought down quickly.)

His face comes alive again in sudden remembrance, "dark, shadowy guy with the big eyes? Some kind of demon or something?" Again she is surprised by the breadth of his experience. She knew of Blackheart, and wasn't entirely expecting some street level heroes to have encountered him. (Kind of elitist, she begrudgingly admits.)

"That's the one", Matt nods. He begins to gather his papers into a worn briefcase. "I've heard tell of some cultist group stirring in the sewers."

"An offshoot of the Hand", the Greek woman comments while she and the business attired younger woman begin dividing the prepared food.

"These guys shoot their hands off?" Peter asks mock seriously. Laura brings him a sealed bowl and smacks the back of his head stoically.

"Anyway", Matt continues with a grin, "supposedly these few are attempting to raise a new, powerful being to lead them. If this is connected with the rise in violence recently, they may be trying to recruit Blackheart. Or some creature like him"

"I gotcha Murdock", Peter places his belongings in his book bag. "We can bend Steve's ear a bit when DD shows at HQ. Ninja cultists are serious business." (She can't believe this is a serious conversation.)

The redhead nods again and takes lunch Elektra prepared for him. "And I'll check with the patent office. I have a friend down there. I'll see if they can't find out something on your freeze tech."

"Speaking of freeze tech", Peter turns to his "daughter". "Anything to report Officer AV?" (Anti-Venom, she reminds herself.)

"Adult male. 47. Divorced with a son finishing high school. Ex-wife was with her new husband in Seattle at the time estimated time of freezing", she recites from memory. (More professional than her father, she chides.)

"Hmm. She could have teleported there and back to do it", the head of M.K.C.S.I. (YYYYEEEEAAAAHHHHH! He's rubbing of on her, she laments) ponders. "But where could she have gotten her hands on outdated freezer tech, not to mention a teleporter?"

"I doubt it's her", April takes her own bowl. She looks a bit green from the cereal mishap but thanks Laura for the food.

"Probably not. But that just leaves us with the possible patent office lead", Peter gathers himself together. He's remained oblivious to her constant observation.

"Miguel", Laura reminds him. She slips on her fake glasses and gathers her own book bag.

"Maybe", April adds, casual clothes shifting into something more professional. "I don't see how future boy could have any idea of a weapon from the past though."

She feels it more than anything. Like a click in the air. Peter pauses for a fraction of a second, unnoticed by everyone except herself and Matt who doesn't comment on it.

"Time travel", he utters softly before he explodes into motion. He kisses April on the cheek, "meet us at HQ at noon." In his excitement he kisses her on the cheek, smearing some of the BBQ sauce she accidentally left there, "have a nice day." She leaves her scandalized as he makes his way around the island to Elektra. She brandishes a wooden spoon at him threateningly. Peter pauses and smiles apologetically. Matt grins at his friend and kisses Elektra on the cheek, her eyes never leaving her potential victim.

Peter, Laura, and Matt leave the apartment. Carol sits still running the last few moments over in her brain. "I'm going to kill him." (She wasn't really, she sighs.)

"No you're not", April grins at her. As much as she liked the strange girl, she sometimes wished her powers were working 100% so she could throw her across the city.

"Well then", the eerily silent ninja woman questioned them, "what shall we do with our day?"

Carol looks at her in confusion. "Don't you have to work?"

"Day off", was her received reply.

Carol fell silent as April began talking animatedly to Elektra. As a high profile hero Carol never really felt left out. But as she spent the last few days getting used to living with Peter and Co., she realized how apart she was from some of the other heroes. Even looking at her friendships with the Jessicas, she now realized how much she had in common with the ex-Hydra, S.H.I.E.L.D. agent and how little she had with the former PI current Knight. And that dinner was in two days! (Great, she sighed.)

She was jostled out of her musings by Elektra taking her bowl to the sink. April had long left to do whatever she did when no one was around.

Carol took a long look at the woman washing her bowl. (Cereal and BBQ sauce? The thought suddenly made her slightly queasy.)

"Elektra?"

The deadly woman turned to the blonde with a brow raised.

"Can… can you tell me about yourself?" Carol struggled to find the words. "I don't think I know too much about you. Or Matt. Hell, or Peter for that matter."

Elektra turned off the water and sat at the opposite end of the island facing the other woman.

"I never realized how much everyone goes through. I'm used to slugging it out with a Power-Skrull or blasting off into space with the Avengers. I just never stopped to consider what kind of things some of the "street-level" heroes went through."

"So you would like to learn?" Elektra filled in. "To understand us, to understand HIM better?"

"So I can understand everyone better", Carol placed emphasis on "everyone".

"Very well. I will tell you a little about myself", the dark haired woman agreed. "But."

Carol waited with a held breath.

"I want to know how you feel about Peter."

How she felt about Peter? Didn't she already tell everyone they weren't together? Has he been telling everyone something else? No, he would have to actually INTERACT with people before he could gossip. Which he has been getting better at. She knew he was socially awkward. Getting out with the Knights seems to have helped a bit. Now he's the popular one. She could appreciate the irony. No, she's glad they're friends, but she can't really see them being anything more.

She was about to say as much to Elektra when April came bounding in to the fridge. "I forgot to tell dad Rachel was calling around looking for him."

Rachel? RACHEL? Who the hell is "Rachel"? Has he been seeing this woman while he's had her here? If he got her to move in, why hasn't he broke up with this Rachel person? She was going to tear him in two when he got home. Seeing another woman behind her back, the outrage. The gall. The…

Elektra's smile told her the ninja got all the information she asked for.

Carol pinched the bridge of her nose in frustration.

(Crap.)


	37. Chapter 34

"Hey, thanks you guys for coming."

Two individuals stood in the lab outside Peter's personal "black box". The brunette exits and makes sure the box closes before turning to address his company. He asked the commissioner for someone he could bounce some theories off of and Steve did not disappoint.

A tall, broad man stood in a simple black shirt and jeans. It was a bit jarring not seeing tons of weapons strapped all over him, but the glinting metal arm was present.

The towering redhead glaring at everyone with disdain would have been his type once upon a time, but with shifting feelings for the mother-to-be at home any possible interest in the female warrior was snuffed out.

"Cable and Thundra, right?" Peter remembered to question. Despite many higher ups knowing his dual identity, he needed to be on the ball. He hasn't been Spider-Man in months, and people might question why he seems to be so friendly with heroes he's never met as Peter Parker.

One of Cable's eyes seemed to flash once and the future fighter extended a hand and nodded.

Turning to grant the woman the same curtesy, Peter was met with crossed arms and a scowl.

He sheepishly retracted his hand. Hopping up and sitting on a nearby desk, (all within the limits of a normal human), he rubbed his hands together. "Alright, let's get to work."

"And what", Thundra questioned, "is this "work" we are supposed to get to?"

'Um", Peter rubbed the back of his head. "I guess, um, has there been any weird time stuff going on?"

Cable and Thundra looked askance at each other and directed their attention back to the increasingly nervous looking scientist.

"Time "stuff"?" Thundra emphasized her lack of humor with the question.

"Yeah, time stuff", Peter tried to get the ball rolling. "Like, any discrepancies in the timeline, or can you guys track time travel? If I brought you guys to an alleyway can you tell me if timey wimey hijinks are afoot?"

His guests paused in uncertainty before Thundra turned to leave. "When Steve Rogers asked me to come speak with his specialist as soon as possible, I wasn't expecting this farce."

Peter winced a little as the elevator door shut leading the annoyed amazon out of his lab. He let himself down from the table and turned to the other occupant.

"Sorry for the waste of time. I guess I should have worked on my pitch before you two showed up", the brunette apologized.

The white haired freedom fighter watched the shorter man for a moment. He nodded once, "are we free to speak?"

Peter let surprise show on his face a bit before he nodded and motioned to Miguel's unoccupied seat. Cable sat and watched the arachnid-based hero facing sideways plant a hand on the desk. A little hop, and Peter spun halfway in the air, still facing sideways, but standing on the wall. He turned a bit and placed his back against the wall to face Cable, showing him the preferred seating anyone even remotely familiar with Spider-Man would recognize.

"So you knew?"

Cable eyed some of the equipment on the desk. "Yeah, I knew. Didn't want to say anything in front of Thundra on the off chance she wasn't aware."

Peter let out a puff of air. "Much appreciated man. It's getting hard to tell who's in the know and who isn't. I probably should have been a little more discreet after the Doc Ock thing, but at that point I wasn't really caring much." He ended his sentence with an introspective frown, analyzing his behavior between living on the streets and the psychic parasite he expelled.

A cough from Cable pulled him back to reality. "So without Thundra here, tell me what it is you really need."

Leaning forward with his elbows on his knees, and his hands grasping under his chin, Peter reviewed the case in his mind before speaking with his guest openly.

"A few days ago we had a homicide with an unknown tech user. This person used freezing technology to freeze and shatter a seemingly inconsequential, normal civilian. Reviewing what data we could find, we've determined that the chemical agents used in the cryo-tech point to a method of producing ice that has been obsolete for almost a decade. Furthermore, it seems as if the tech itself matches what few scraps we can find of an old "Blizzard" ice dispenser. I say "scraps" because around that time that that particular model was in circulation, Tony Stark went on the attack and wiped out most of the armor and weapon schematics and hardware that existed. So Cable", Peter focused on the man in front of him. "How would tech that was supposedly wiped out about 10 years ago randomly pop up and disappear without a trace?"

Cable leaned back and crossed his arms and stared unfocused at the ceiling. "You suppose its "time travel"?"

"There IS a few more leads we could track down", Peter admitted, "but it's sad when "time travel" makes the most sense."

Cable agreed. And there HAVE been some strange goings on that was time related. He wouldn't expect Thundra to be able to track anything like this. Just because she could travel backwards in time from her own time and place didn't make her an expert in HOW it was done.

"This time, this space", the cyborg began, "seems to me to be some sort of temporal and dimensional "sink hole"."

The hero on the wall raised an eyebrow in question.

Cable continued, "It appears that our position right here and now seems to "catch" time and space "jumpers". Almost like something draws random flotsam from the time stream and spits it out here."

"So you're saying", Peter tried to wrap his head around it, "that someone that can freeze things AND can time travel, was spat out right next to this random guy, got the urge to get rid of him, and popped back out of our time zone?"

A cold cyborg hand pinched the bridge of its owner's nose. "No. What I am saying is that there does seem to be some kind of time traffic happening and that maybe someone was sucked into this time and place."

Peter narrowed his eyes at the time traveler. "You know what's going on."

It wasn't a question.

Cable's own eyes narrowed and the fraction of friendliness that he was exuding dried up.

"Vaguely."

The two veterans, one of wars that had not yet come to pass and the other of the war for peace he fought since a spider bit him, stared at each other.

Peter gave him a little credit, he had better mental manners than his "sister". He could feel no trace of a telepath's prodding on his brain.

"Let me guess", Peter broke the silence, "letting me know might change the future for the worst?" He spoke with the tired voice that has heard the exact same excuse too many times.

For his part, Cable sighed and sounded as annoyed as he did. "Possibly. Time travel is much too troublesome sometimes."

Peter watched the man rise from his seat.

"I can tell you, you're on the right track. In more ways than one." Cable stood at ease, hands behind his back in a military manner to address the hero eye to eye. "Time HAS been manipulated. Minutely, subtly, almost to the point of invisibly. For an open move against this civilian of yours, seems out of place-"

"Or extremely personal", Peter finished for him. "But we can't connect him to anything or anyone."

"Yet", Cable supplied with definite meaning.

"Yet", Peter echoed the word. "Someone from supposedly the future, or A future, has been manipulating things on an almost Micronaut-ish scale. But this guy here was flash frozen, because our perp COULD. This guy does something, or is involved in something that our perp takes offensive to and takes the time to lash out at him. Because he COULD."

The older man nods once.

"Ok", Peter continues, jumping onto the ceiling and pacing around randomly. "But why the tech from years ago? I'm guessing a guy that can time travel from the future probably has access to some fancy toys. Why an outdated ice dispenser?"

Cable continued to look straight ahead, refusing to crane his neck to follow the Spider. "It apparently can't be traced to your suspect."

"Which the list has expanded again", Peter dropped onto his feet on the floor and cupped his chin in thought. "Thanks to time travel. It could be anyone from the future. Or alternate futures! You have to give me more to go on."

Cable turned to once again watch the younger hero. "That's all I can say safely. This man dangerous. And the things he's doing are personal to him. You're closer than you think Peter. And you have more resources than you're utilizing at the moment."

The retired hero took a moment to kick himself mentally. AGAIN he's reminded of the network of friends, family, and acquaintances that he's built up over the years. Being a lone wolf spider all those years has conditioned him to work solo, but Peter felt he was working passed that.

"Alright Cable. Thanks for coming. You gave me a lot more than I expected, to be honest."

Cable shook his hand as the younger man passed him, obviously energized and ready to get back on the case. The tall mutant watched him for a moment before beginning his alternate agenda.

"If you want to thank me, I could use a favor…"

-Outside the Lab-

Jessica Parker rode the elevator hand in hand with the tall young woman she had been spending some time with. "He's ok when you get to know him. Pretty much like in the mask, maybe a bit subdued."

Her friend gave a shy smile, "if you take after him, I'm sure he's wonderful."

Jessica fought hard to keep an awkward blush off her face. "Only vaguely. I'm a Rule 34 copy from an alternate dimension. I don't know how much we might have in common."

Her hand being squeezed slightly brought the same shy smile to her own face, and may have led somewhere had the doors not open and a hurried Peter Parker nearly barreled into them.

"Wish I had my Spider-Sense", the long haired brunette cursed. "What's the big hurry Peter?"

"Oh Jess, and Karolina right?" Peter shook the hand of the confused woman before hitting a button for the ground floor. "I got some people to talk to, might finally be making some progress. You guys can check out the lab if you want. I'll try to hurry back for a late lunch or something."

The girls just stepped off the elevator before the doors closed and it rose. They looked at each other and Jessica shrugged, then led Karolina into the lab. "He's normally better than that."

"I'm sure. He always seemed very busy when he was still swinging around."

"I still can't believe I let that slip."

"Don't worry too much sweetie. I would have figured things out eventually."

"I'm just glad you'll still be around for an "eventually"."

Karolina let another shy smile slide onto her face. She looked around the lab and marveled at the advanced equipment. Her eyes eventually settled on a tube that looked like a lava lamp from the future, except the dark sludge was settled at the bottom third of it.

"Jessica, what's that?"

-Alleyway near Headquarters-

Thundra held out her hand expectantly as Cable approached her.

"Here, the cure as I promised", he informed her as he passed a tube of greyish white liquid.

"How much trouble did he give you for this?" Thundra cradled the vial carefully in her palm.

"None, once I told him what it was for", he hurried to cut off her indignant rant. "I told him it was the key to help thousands in the future. I didn't tell him which future or what thousands."

The redhead's glare lessened and she secured the tube in a pouch on her side. "He doesn't realize what he has here."

"Probably not", Cable agreed, "but even if he did, he would still have helped. It's who he is."

Thundra humphed and turned to leave.

"What about your end of the deal?" Cable called out to her.

Thundra casually tossed a flash drive over her shoulder as she walked away. Slowing it's decent with his mind, Cable plucked it out of the air and pulled a phone from his pocket that wouldn't be available to the public for another 20 years. A port opened in its side and Cable plugged the drive in. In seconds the information was downloaded and he went over bits and pieces.

Cable grinned, satisfied with what was shown. He pulled up a contact and dialed the number.

"Nomad", the voice answered.

"Nomad, this is Cable. We got it."

-Baxter Building-

Franklin wiped a bit of sweat off his brow and watched his sister work. It was kind of hard to keep this small pocket dimension doorway up so Valeria could work in secret. Why she wanted to keep it secret, he didn't know. Whenever he asked she just talked over him and he eventually tuned her out and lost interest. There was more to life than Science, he knew. He hoped that he could convince his sister likewise.

"There", she smiled softly at her creation. Pieced together from cannibalized parts from hundreds of different machines, she found ways to store them out of sight until she could assemble them according to the diagram in her imagination. And Franklin was indispensable to her, his abilities reemergence kept secret so she could have use of them. A small pocket dimension, (pocket closet Franklin called it) such as this did nothing to the scanners around the building, and nothing could detect her creation while she built it. And she needed one final touch on it.

"Hand me the device", she asked her brother.

"You mean the cosmic hotspot?" He asked her with a grin.

Valeria rolled her eyes at his need to label everything she made, no matter how accurate. Using the normal Wi-Fi would have surely alerted everyone to their activities. She spent a weekend researching, building, and fine tuning a device to pull the internet through another dimension.

She took the "cosmic hotspot" and plugged it into the head of the humanoid figure in front of them. Taking a small pad out of her pocket that instantly connected to the same hotspot. She typed in "READY" on the touchpad and held her breath.

The two children watched in awe as the inert figure appeared to glow with an inner light, slowly brightening until it was almost a star in the small dimension that they were inhabiting.

The light faded and as soon as they rubbed the spots from their eyes, they could see the figure rise unsteadily to its feet.

"A- amaz – crackle – zing chil- chil- hildren", the metal being spoke, flexing its "fingers" in front of its optical sensors.

"Not that amazing", Valeria scoffed while preening on the inside. "Most geniuses could have constructed a vessel for you to inhabit."

"I- I'm sure", the beings voice began clearing up, and the movements were less stiff. "But I'm sure few could have prepared a defense for me as you have."

"They would have tried their best I'm sure", Valeria haughtily replied.

Since discovering an errant signal months ago, Valeria tracked it down to an alien consciousness in the internet. Speaking with it secretly she found out it was in hiding, given the world's general view of Artificial Intelligences. The digital being felt that it could be in danger if it made contact with someone who could build a vessel for it. Valeria spoke with it often, taking a secret thrill from hiding her activities from one of the smartest men on the planet. Soon, it took her into its confidence and asked for her to construct a body for it.

She relished the challenge.

Eventually, she brought her brother in on her scheme. He seemed reluctant at first until he spoke with her acquaintance. He still didn't like hiding everything, but he would go along for the ride for her.

Constructing the body, was only half the battle though. It wanted to defend itself from those it was sure would attempt to deconstruct it. While the children had no idea how to fight, (aside from Valeria reading 'The Art of War' when she was bored one weekend) they had a treasure trove of ideas in which to protect one's self.

The children had borrowed an old trunk of Spider-Man's awhile back, and while Valeria couldn't read through all of them in time, her and Franklin could scan and keep records for them to go over later. Uploading the data to the vessel would give the being plenty of ideas to defend itself with, and all of it non-lethal thanks to the man who thought of it in the first place.

"If you have acclimated yourself to your new vessel, I would like to introduce you to my father", Valeria informed it, seeing herself as a liaison for the new being.

"I do not think that is wise, Val", the being used a common nickname for her. When others used it, it seemed to annoy her to no end. But when this being called her that, she liked to think it thought of her as a friend.

"Your father is surely as wise as you are", it hurried to explain itself, "but I do not think a warrior who has faced the likes of Ultron and others like him to be as excepting of me as you have been."

"Dad's cool", Franklin didn't like feeling like the third wheel. "He'd probably see you as an alien diplonaut."

"Diplomat, Franklin", Valeria said between clenched teeth. Why did her brother have to speak when she was conversing with her, colleague? Associate? …friend?

"As sure as you are, young Franklin, I would still prefer to take caution", the being remarked.

"Of course", Valeria reassured the being. "Take as much time as you need. We can close the portal, and leave you with my device so you can observe the world safely."

"That would be most kind of you Val", she thought she could almost hear a smile in the being's voice.

They exchanged goodbyes and worked out another time to meet back in this pocket dimension. Valeria turned to leave the room, passing by a visibly shaking and sweating Franklin.

Before they shut the door to the dimension, Valeria called to her new "friend". "What should your designation be?"

The being focused its optics on the children, "I suppose if any name would suffice, I would be content with Mark."

-Outside Miguel's Apartment-

"You didn't have to come with me", Carlie informed her entourage.

"Please", Nancy spoke up from beside Miles. "If there's one thing I've learned being involved with this crew, if it seems minor, odds are it's going to blow up in everyone's face."

Doreen reached over and patted Pete's cheek, "that's Spiders for you."

Carlie hummed noncommittedly, but was secretly glad for running into the little double date. Miguel had not messaged back in days, and while she was ok with giving him space from time to time, this bordered on the ridiculous.

They approached his door and Carlie took out a key.

"He gave you a key to his place?" Pete asked with a surprised tone.

Carlie ignored the chatter and opened up the door expecting the worse. What greeted them was a slightly dusty, but non-threatening, empty apartment.

The woman walked through, obvious that she had visited before. The four behind her slowly walked in and looked around.

Carlie searched the bedroom first and, not finding a body, entered the kitchen to find the younger adults huddled around a laptop.

She squeezed between them and read the flashing screen.

TIMESTORM UNSTABLE

Miles piped in from the back, "what does that mean?"

A light flashed and the five vanished.

-Elsewhere-

He picked up his glass of whiskey and puffed on his cigar.

Everything was coming into place.

The Time Variance Authority did him a favor, keeping him locked outside of time. When his home timeline somehow ended up erased, he was spared from the effects. And eventually breaking free, he ended up in this time, at the right moment ironically.

Now nothing could stop him from taking vengeance.

And just in case, he had his trump card handy.

He pressed a button on his phone, "how's our "Red Queen" doing?"


	38. Chapter 35

The brunette checked his phone for the time again.

At least when he could duck out and swing across town, he could make better time. Now that he was partially retired it was public transportation for him.

Maybe he could get another motorcycle?

Peter rode the bus to his stop and hurried to the door of the building. Usually when he needed to speak with her, she popped up at the most inopportune times.

Now?

He had gotten an address from Commissioner Rogers and he promised to keep the Knights in the loop if it was important. If he could actually get straight answers from her, for once.

Arriving at the apartment door he knocked once showing the door was already open and waiting for him.

"Come in", she called to him. Her daughter was more than likely at school.

Peter entered and shut the door behind him.

Inside the apartment, well, at least she gave it ambiance.

A sensible home for a mother and daughter, except it was covered in spiders. Webs of every shape and size covered most of the walls and doorways, except for the obvious path he needed to travel.

Walking through, oddly comforted by the décor, Peter found the resident sitting at a small table loaded with tea and snacks.

"Have a seat Peter", she gestured to the open seat. As he approached the spiders crawled off the seat and skittered to the walls.

"Okay Julia, can we cut out the theatrics?" Peter asked with a sigh.

Julia Carpenter, Madame Web, former superhero, fulltime mom, and current pain in his butt waved a hand and the spiders that surrounded them skittered back into their cracks and holes and Peter felt that they were truly alone.

"Another neat tidbit I didn't need to know about until I was ready?" Peter gestured with an exaggerated wave of his own hand.

"You had to have realized that I too had some form of control over spiders", Julia responded and sipped her cup.

"I assumed, yeah", Peter cupped his face in frustration, "but KNOWING so could have helped so many times."

"You didn't need to rely on me Peter. You've been training-"

"I KNOW I've been training!" He cut off, letting his annoyance seep through. "I've been tested every day since I was 15! I don't need to be trained, I need answers!"

Julia radiated calm. She sipped her cup and placed it back on her saucer. She knew how this conversation was going to unfold. It was up to her to right the Spider onto the correct path, and sitting here yelling at her wasn't helping anyone.

"You've been tested and trained. You have the skills to solve this on your own", she informed him primly.

"I can't time travel Julia. I can't see the future either", Peter confessed as if it were a huge secret. "I need answers and asking someone with one of those abilities might get me those answers and save some lives."

"Perhaps. Or you could save lives now and forfeit many, many more tomorrow."

"HOW!?" his anger finally exploded. He wanted to punch a wall or tear into some criminals. He stood up and began to pace the room. "You say I CAN do these things, just never HOW I can do it! I've made enough damn mistakes Julia! Too many! If you can tell me how to keep everyone safe, why can't you just come out and TELL ME!?"

"The future-"

"Damn the future", he cut her off again. "I'm interested in right now! Our problems are coming her from the future. We got to stop them NOW."

"No Spider-Man", she rose from her seat to stare at the angry hero. "We need to concentrate on the real problems."

"What problems?"

On cue, the building shook like an earthquake struck.

"The problems you let develop while you were focused on your crime", Julia told him with pity. That was his problem. He became too focused on one thing and didn't see everything developing around him. This would develop into yet another life or death fight that someone close to him would pay the price for. She had seen it.

Peter swiped the webs away from the window, opened it up, and stuck his head out. There was smoke pouring from a nearby subway entrance. Looking down the street, he could see more pillars of smoke rising into the air.

Something happened underground.

"What is it Julia?" He turned back to her, praying he could get an answer from her.

Peter paused and watched her. The woman spewing words at him LOOKED like Julia, a woman he had known for years. Yet when he focused now, those weren't her words. Those didn't look like her mannerisms. There was a "glow" about her. For some reason, it didn't seem like Julia Carpenter telling him that there would be grave consequences if he failed this quest for her. He focused as she offhandedly belittled him for not blindly following her words. The glow seemed to take shape. Seemed to look like a…

"Who are you?"

Julia froze mid speech and looked at him with an eyebrow raised from behind her glasses. The reaction was mirrored by the form of the woman floating behind her.

"What are you-"

Again Peter cut her off, "not you Jules." He stepped forward and pushed her gently to one side. He walked straight up to the floating woman and pointed a finger at her. "Who are you?"

The floating woman, in some kind of caped costume, moved back a few feet. Peter vaguely heard Julia gasping as if awakening from a deep sleep.

"You can see me?"

Without the attractive Spider-Puppet, the voice from the figure sounded older. More coarse.

Peter leaned in close and whispered to her, "I see dead people."

The face of the figure contorted in rage. "I did not foresee this", she proclaimed and disappeared in an otherworldly flash.

Julia groaned and collapsed. Spider-Speed caught her just in time and helped her to a chair.

"Jules?" Peter softly called her, hoping whatever happened wore off.

She took off the glasses and rubbed her eyes. Looking into his were a pair of healthy, functioning orbs.

"Peter? Is she gone?"

He nodded and gave her some room to breathe.

Once she shook off whatever came over her, she stood and stretched.

"So, details?" Peter awkwardly asked.

She fixed him with a look. "We got to move. I'll tell you on the way."

She tore down through the hallway and pushed into a room, ignoring the webs. Peter stood still for a moment then pulled out his phone. He answered several texts and received a few new ones before Julia entered the room again.

Gone were the glasses and long red coat. In their place, the original black and white suit of Spider-Woman laid, the wearer fixing the mask in place as she entered.

"Are you suiting up?" She asked him, slightly confused he wasn't waiting on her.

"Um, promised the Cap-missioner the Spider would lay low for a while", Peter shrugged feeling a bit self-conscious. "The Knights are already all over it."

She looked at the alerts he had gotten on his phone. Sure enough, there were several reports of Knights engaged with super powered suspects.

She shook her head, "they're not the ones we need to watch out for."

She grabbed his phone and typed on it for a few moments. She handed it back, "notice something?"

He scrolled through several lines and summed it up. "Where are the Avengers?"

"Not just Avengers", she remarked, looking out the window into the street. "Everyone short of the Great Lakes Avengers seems "busy". The Marvel Knights might end up overwhelmed."

"I doubt it", he said with faith.

"She foresaw it. That's what SHE's been counting on", she popped his balloon. "There's more than one plot going on here Peter. They've intersected, but have nothing to do with each other."

"What do you know?" He hoped he could finally get answers.

"Enough to maybe put some of the pieces together", she grabbed him around the waist. "We got to move."

She jumped out the window.

-The club-

Kaine walked between small groups of people being treated for injuries.

His workplace had been turned into a makeshift med clinic for the injured. On all sides there were people holding head wounds, laying on pool tables being examined, or just being fussed over by loved ones or those that just happen to have some kind of medical training.

On the second floor he could just make out the back of Araceley's head. When the explosions happened she concentrated on throwing up some kind of "fear field" that she claimed could keep out "the bad guys".

"That girl scares me", the feminine voice startled him out of his musings. He twisted around and found the woman who's been frequenting the place more and more recently.

"Rachel, right?" He asked gruffly.

"Yeah, and you're the guy that broke into the mansion with her a couple of months back", she replied with a smirk.

He walked to get a bit more privacy and guessed she would follow. He found a semi clear space near a wall and leaned against it with his arms crossed. "So you finally looking for payback?"

She mirrored his stance to try and annoy him, "not particularly. A couple of weeks ago I might have tried, but I like to think I've matured a bit."

Kaine stared at her blankly. "Soooo….?"

Rachel turned her back to the wall and looked out to the people. "Thought Peter might have shown up today. Not likely with this commotion going on."

"Not likely period", he said eyes still on her. "He's not much of a club hopper."

She gave a little sigh and turned back to him. "I know, but I figured it was better to bump into him than knock on his door."

Kaine squinted at her. "You and Peter?"

She laughed a little sadly and took a deep breathe. "No. And I doubt it ever will be. I know he's super busy with EVERYTHING in his life", she stared at the ceiling, "but ever since I got into his head, I haven't been able to get him out of mine. Was hoping to do, I don't know."

"That's a Parker for you", Kaine remarked dryly. "Once we're in, we tend to fester like an open wound."

She gave a short, loud laugh that drew a couple of looks. She waved them off, "sounds about right." She looked around the room again. "Where's your spooky serious girlfriend?"

He thought about Maria. She finally called things off. He wasn't expecting anything serious and they both were fine with the fun arrangement they had for a while. They split on good terms, which was more than could be said about some of his brother's romantic escapades.

"We split up", he told her with a shrug.

A long pause floated between them.

"What are you doing after this disaster?"

-The Street-

"Agent Mayhem, report."

April, suited up in her best 2nd skin, jumped over the Walrus and webbed a fleeing White Rabbit on the feet before she pressed a finger to her ear. "Mayhem here. Got separated from the Power couple a block back. It's mayhem out here Commish."

She heard a shuffle of papers before he replied, "looks that way. Dozens of lower tiered villains and many more regular criminals are springing up from the subway system, and looks as if some of them have had an upgrade."

"Really? I haven't noticed", she quipped while dodging several laser blasts from multiple directions.

"I'm sending Agent Venom to assist", he continued well used to her father's behavior during these kind of situations. "There's been reports of possible Spider Slayer tech among the enemy. Don't take unnecessary risks."

Two bulky early designed slayers emerged from around a corner and slowly approached her, tentacles flailing all about.

"Unnecessary risks?" She asked, appearing to effortlessly dodge between the metal limbs and land in the center of a criminal group. "Who do you think I am, dad?" She asked with a grin under her white mask.

She spotted the tactical looking symbiote shape swinging in their direction while she hit the punch clock in her head and went back to work.

-New Mexico-

"Yes, it was rather easy to lure him out here. I have been doing it for years", the voice said into a phone, engineered for his large frame.

"The device you've cobbled together for me is working fairly well. I'm sure the time stream is taking a few hits, but I imagine we'll be wrapped up before anything breaks."

Another titanic hit sets off earthquake alarms for hundreds of miles around. "Ah yes, I believe he is about do for another sparring partner."

The figure presses a few buttons on a device on his wrist. The "sparring partner" disappears in a blink and an exact copy, minus bruises and wounds, takes his place and starts fighting anew.

"Impressive that he thought of this on his own. If he had the resources, I believe he might have actually been able to pull it off himself."

He pulls the phone away from his ear as screams and curses are thrown. "Insult him all you want, but don't underestimate him. He is a cunning foe. The data we got from our Trojan Horse ally proves as such. If he put these plans toward more nefarious goals he could have been a rival instead of the victim you hope him to be."

A loud roar and the sound of two jumbo jets crashing into each other was followed by the "pip" of one person disappearing. The figure leaps toward the edge of the crater and peers down to see the pink flesh that caged the other fighter.

"Rather clever to use copies of me from the time stream", he spoke as he slid toward the worn out person at the center of the hole.

"And who else to stop you other than yourself, eh good doctor?" The green behemoth with long grey hair mocked the unconscious man.

-Elsewhere-

Most of the Avengers were off world at the moment, he had made sure of that.

The so-called "strongest there is" was incapacitated.

He had an agent that would take care of the Future Foundation and Pym was sure to follow after.

The Marvel Knights were tied up in the riot.

Just the fur ball and the clown left.

Any other player was inconsequential.

He had someone in place to take care of the mutant, leaving him the worst of them all.

Win or lose, he was going to tear this world, this time apart.

The others may know, may have some kind of plan against him. Or like him, didn't plan to be "here" any longer than he did.

Let them do whatever they like.

Once he had his hated enemy beaten, made known that HE was the one to destroy him completely, he could turn his back on this time and rebuild his life. He could make it perfect.

And maybe keep a couple of lady friends of his on his payroll, just to spite him a little.


	39. Lazy Summary

Ok, some people have apparently been getting confused with what I've been doing with the characters I've been using. I'll try and give you a rundown.

Setting: Earth 717 – An alternate version of Earth 616, with elements of Ultimate Marvel, Marvel Adventures, and anything else I think to add.

=}8{=

Characters

Peter Parker / Spider-Man: Main character you've been reading about (hopefully).

Kaine Parker / Scarlet Spider: "Brother" of Peter (because we don't use the C word in this house). They were both in the background during the Spider-Verse event. They got separated and Kaine took the long way back home, picking up a few hitchhikers along the way. Because of Mr. Fantastic's record hacking he is now legally the younger brother of Peter's that was separated at birth. Works at Mary's club as a bouncer. Somewhat dated Maria Hill before they parted ways on good terms.

Mary Parker (Formerly Mary Jane Watson) / Spider-Woman (subject to change): An alternate dimension version of MJ. She originally hails from an alternate world similar to Earth 8545, except the Exiles never arrived to help save the planet. She was one of, if not the only, surviving hero who remained unaffected when Kaine arrived on her Earth. Currently posing as a distant cousin of Peter's and older sister of Pete and Jessica. Owns a club and appears to be in a relationship.

Pete Parker (formerly Peter Parker) / Spider-Man (subject to change): An alternate dimension version of Peter. He's from a similar universe as Ultimate Marvel, Earth 1610. On his Earth, the tidal wave that crashed in New York took the lives of his Aunt May and Mary Jane. Living on the streets with his "sister" (no C word), they spent a few months before Kaine appeared and offered them a new place to call home. Currently posing as a distant cousin of Peter's, younger brother of Mary, and twin brother of Jessica. Going to ESU and is dating Doreen Green.

Jessica Parker (formerly Jessica Drew and kinda Peter Parker… it's complicated) / Spider-Woman (subject to change): "Sister" (by now you should know what the quotations mean) of Pete. They were on their own until Kaine showed up on their Earth. Now, she's going to ESU with Pete. As an unintended side effect with a cure for cell degeneration, she lost her Spider powers. Seems to be hanging out with Karolina Dean. Has been showing an interest in Peter's work.

Miguel O'Hara / Spider-Man 2099: The Spider-Man of a possible future. Has teamed with this Peter from time to time (pun!). Was(?) stuck in the present trying to find a way home through a "Time Storm". Kaine appeared and helped him before the Time Storm could consume him. He decided to avoid his relative at Alchemax and work for Steve Rogers' Marvel Knights. Seems to be flirty with Carlie Cooper. There is not another Miguel, or Mike O'Mara, working at Alchemax during this time.

April Parker (formerly two different people, May and April Parker) / Mayhem (formerly Spider-Girl and Mayhem separately): A fusion of May and April Parker from a possible future Earth similar to Earth 982. An endgame scenario by the original Green Goblin destroyed their home and family. They only survived by April bonding her half symbiote biology to May. After the attack, they spent time in hiding trying to sort out their memories and personalities. They became more violent and lashed out at heroes and villains that came near them. After awhile they appeared to stabilize and resumed being Spider-Girl, only much more dangerous. Her Kaine found them and took them in and tried to give them a home until his cellular degeneration finally ended his life. A bit later, Earth 717 Kaine appeared and offered them to come with him. After some time coming to terms with everything (and some off screen counseling at the X-Men's school) they accepted their new family and spent time bonding with them. During an attack, they volunteered to try and produce a cure for cellular degeneration. The process bound May and April in one mind, bringing both a measure of peace. Becoming a form of Anti Venom, she decided to take the names April and Mayhem and join the Marvel Knights. She calls Peter "dad" and considers the Spiders her family now.

Miles Morales: Native to Earth 717 and attending ESU. Happened to be the guy Pete and Jessica asked to show them around the campus, and were joined by Doreen and her friend Nancy Whitehead. Nancy (eventually with some pushing from Doreen) asked him out and they have been dating since. During an attack, it was found that he had been bitten by a spider during the Spider Island event, but the abilities appeared dormant until then. After being cured from a monster spider form, he found he had similar abilities to Pete and the rest of the Spiders. After hearing about the lives of the Spiders, he's decided to hold off on any kind of heroics and focus on his education, along with his new best friend Pete.

Carol Danvers / Captain Marvel: A-list hero with an attraction to Peter. After a night with "Spider-Man" she found she was expecting. Waiting for the right moment to tell him she found out the body she had known was his, but the mind was someone else. Around this time, their mutual friend Logan (Wolverine, of course) had apparently been messaging her about "seeing" Peter swinging around with a "Spider-Woman" like person. She confessed to Tony Stark about what had happened and he advised her to stay away from Peter. Eventually she told Peter (the real one) anyways. Keeping away from him afterwards, she was visited by April, still going by May, and Kaine. May struck a quick friendship with her and she continued to visit and talk about what was happening. During a visit May seemed to collapse in pain and Carol brought her to the Future Foundation and ran into Peter once more. Working through several issues together, they now believe that Stark is trying to drive them apart. She's still unsure about the future and what she will do, but she appears to be warming up to Peter again. She's currently living with him, Laura, and April.

Laura Howlett (formerly Laura Kinney and several variations) / Wolverine (Formerly X-23): The "daughter" of the Wolverine. After his death she received her part of his will. He had several instructions for her, one of which was to keep an eye on Peter. After making this known to him, she moved in to his apartment and took a job as his personal assistant. She's discovering a new way to live and appears to have someone she has been spending time with.

Carlie Cooper: An ex-girlfriend of Peter's. After Peter returned to his body, she left New York deciding she couldn't be a part of his life. After some soul searching, and a recommendation to join the Marvel Knights, she returned and started working beside Peter. The awkwardness soon faded when she revealed she didn't blame him for what happened. She's become his friend once again and attends the "family" meetings with the Spiders. Seems to care for Miguel.

Emma Frost / White Queen: Was following Cyclops when Matt Murdock hired her to speak with Peter. Skeptical at first, she soon realized his other identity and genuinely tried to help as a chance to do something outside of the various mutant problems. She helped him come to terms with some of his emotional baggage. In the process she started remembering repressed memories she had of him and a mysterious girl. She was turned into one of Apocalypse's thralls and attacked Spider-Man on the Northern border. Afterwards she fully remembered how her best friend was killed in a motor accident and Peter, the girl's boyfriend, wasn't around to save her. (Angry that he failed her, she ripped his memories of the girls from his mind. Consumed with guilt and rage, she turned her powers on herself to erase her friend and Peter from her mind. In the process, she gave birth to her cold persona as the "White Queen".) Confessing this to Kitty Pryde, she knows that she'll have to tell Peter the truth eventually.

Matt Murdock (Daredevil) / Elektra: Two allies of Peter's who took him into their apartment in Hell's Kitchen when he was on the street. Became his neighbors after he moved across the hall.

Hank Pym (a lot of aliases) / Hank McCoy (Beast) / Bruce Banner (Hulk): Three somewhat shunned geniuses that occasionally get together and talk shop. From what they've found out about Peter (which you should know if you've read this far) they invited him to join in their group.

Future Foundation / Reed, Sue, Ben, Johnny, Franklin, Valeria, and others: Deeply affected by Octavious' tenure as Spider-Man. They kept their distance from Peter until Johnny got fed up and invited him over. Affirming that yes, he was their longtime friend returned, and admonishing him for not seeking them out when he needed help, the family renewed their bond with him.

Raven (formerly Leni Zauber) / Mystique: Native to Earth 717. Most of the time enemy of the X-Men. Before Peter was born she spent some time as Leni Zauber, a German spy. She made friends in the field with Mary Fitzpatrick, who married Richard Parker. After a mission Mary found out she was pregnant. Richard and Logan, whom the couple had recently rescued, were the first to hear of the news. Afterwards Mary confided in Leni about her pregnancy. Mary and Richard named Leni their baby's godmother, and Logan the godfather. After reports of the Parker's deaths Mystique checked on the child and found him in the company of Ben and May Parker. Deciding she didn't want to take the child herself she left and never bothered them. Years later Mystique had heard of Peter Parker receiving items in Logan's will and decided to try and take it. She lost him after he picked up a package and decided to try and use her long abandoned connection to get close. After that failed she tried a more direct approach, but quickly found she could not sneak past him or overpower him. Escaping, she's remained in hiding since. It's noted she is also an enemy of Carol's.

Tony Stark / Iron-Man: Sometime before the period when his personality was "inverted" he appeared to try and help a struggling Peter with Parker Industries. He bought it for a decent amount allowing Peter to pay off everyone involved. During the Inversion the Superior Iron-Man came up with a convoluted story to further cover Peter, making things that more difficult for him. After the Inversion was reversed Tony did not interact with Peter until he revealed to a group of heroes that the UN was close to shunting Apocalypse, and all people, mutants mostly, near him to the Negative Zone as a last resort. He fired Carol off the Avengers afterwards. He hasn't been seen much lately except for leading the Avengers, who have been stripped of mutant teammates. Peter and Carol believe he's trying to mess with them for some unknown purpose. He's also been spending some time with someone who calls him "Tiger".

=}8{=

Peter's Current Powers

After reawakening his more mystical side, he's gotten even more upgrades than he's had before. He's still got the standard strength, speed, and agility package, but even more so now. Stick'em powers are still a go. His organic webbing is back. His Spider-Sense is heightened. And, even if he hasn't used them yet, his wrist claws are back. But now I've added a few things, trying to go off the beaten path of what's been done before.

See and Speak with the Dead: Really not that surprising considering how much he has already done so. About once a year it seems he talks with Uncle Ben. I just made it an official power. It's possibly tied in with his heightened Spider-Sense. There's been vague rules about what a ghost can do and when he or she can appear, so he can't just summon someone to talk to.

Shove'em Powers: Basically what May can do in MC2. He reverses his sticking and shoves items and such away from his body. Hasn't been actively used much so far, except with…

Extra Arms: Using new systems in his body, Peter can create a shell copy of his arms made from dried, hardened webbing. Ultra-fine webs on the inside of the shell are manipulated with his stick'em and shove'em powers. Through his Spider-Sense he can feel a ghost of tactile sensations. These arms are controlled as subconsciously as his real arms and he didn't take long in getting used to them. He has had prior experience with extra appendages ya know.

Exo-Skeleton: Using the same method he summons his arms, his body can produce a ceramic like shell anywhere on his body. He's only used it once, and it was sufficient to stop a bullet at close range. Tied to his Spider-Sense and so far it appeared when he was in danger.

The "Other": There's no Other in my story. That was already used and explained away in Spider Verse. What Peter can do is coming from him. I'll try to explain this further in coming chapters.

=}8{=

Well there you go. I hope some of you are caught up and things are explained. If you need anything else, feel free to drop a line, I try to keep up with my messages when I can. I apologize if I haven't responded before. It's a tired line I know, but my internet usage is spotty where I am. Hope y'all continue to read and enjoy.

=}8{=

And if you're in the mood for something darker and funnier, a real world friend of mine who goes by Rotamis is producing something interesting. It's an "M" rated parody of Fairly Odd Parents and another well-known work of fiction. I told my friend that I would try and get his story out there.

Da Rules of Play: First Shade Dimm

Read it and review please, if you're interested.


	40. Chapter 36

"Years ago, about when I first started, I was in a group called Freedom Force."

The figure of the second Spider-Woman with a brunette male holding onto her waist could be seen swinging through the city streets above several scenes of chaos.

"The group was pretty much Mystique's old Evil Mutants team with a couple of add-ons. One of whom you should NOT speak her name out loud if you remember."

"Candle-Jack?"

She ignores the quip with a small smirk.

"Destiny was a member. I don't know if you remember her?"

Peter, clinging to her AND the promise of not putting on his own costume, thought for a moment. "Old pictures maybe, but nothing immediately comes to mind in a face-to-face."

That's what she thought. She swings to a building and runs across the face of it for a few yards before jumping and starting a new swing. Part of her relishes the feel of swinging through the air like old times, another part was hoping her passenger would slip off so she wouldn't feel so off balanced.

No such luck though. He never slips.

"She could see the future. Pretty accurately. And some of us figured she may have been a low-level telepath as well, but we could never prove it."

She could feel his nod in her side.

"That was her spirit in my body."

Her confession was nearly enough to shock him loose, but they were near their destination anyway. She held onto him and did a few flips in the air, just because she could, and they both stuck the landing.

"Destiny? Not Cassandra?" He figured it would have been the old Madame Web.

She led him to the door on the roof. "No, but they're half-sisters."

Peter follows her in shock.

"I know, right? Destiny, or Irene Adler, her father left her mother and she eventually remarried. They get the precog from their mother."

Down the steps they went. "Wait. So Cassandra was what, a mutant?"

"Apparently", Spider-Woman remarked. "Who eventually found Spider-Religion."

Spider-Woman found an office floor that was apparently deserted and led him through the cubicles.

"I don't have time to hold your hand Pete. There is no "Great Web" for us."

Peter took it in stride. Shock him once, shame on you. Shock him twice, shame on him. Shock him three times, you might be Electro.

"So what does that mean?" He followed her to an important looking office. "That we fought a war with energy vampires for nothing?"

"Not for nothing", she tells him while ripping the door handle off and walking inside. "There is a "Great Web" and you did fight for it. It just doesn't affect US."

Walking behind the moderate sized desk, she turns the chair to face the computer and gestures for him to sit down.

"I've always relied on the kindness of strangers", Peter quipped before making himself comfortable.

"Our power", she sat at the corner of the table while he worked. "The connection we feel sometimes. Its hard to describe. You were bitten by a spider that was bombarded with radiation at a science exhibit. Said spider supposedly passed along its "magic" to you. Or you became a spider powered Mutate and the mysticism came later. There is beings out there that certainly believe you are something."

"But I'm not?" Peter half listened. "All those bullies and my guidance consular were right?"

"What you are, what any of us are", she paused for dramatic effect.

"Is ourselves."

Peter hummed to himself while bypassing the log in screen. "Nice story Jules."

"Ass", she called him affectionately. "I mean, we have always been what we made ourselves. You especially. You weren't just given power. You earned it."

"Yay me", his mood fell. "So if I give it back, will it bring everyone we lost home?"

Spider-Woman sighed. "I wish."

He continued typing for a few moments before she spoke again.

"I don't think Anasi or the Great Weaver or whoever just gave you powers. I think it was an accident that you got them, yes. But I believe you earned whatever favor you seem to have. All that you are now", she motioned vaguely at his whole body, "is a product of everything that you were given and experienced."

Peter continued to type, but he nodded along while she was explaining.

"I think you've been evolving Peter. We all have. Aside from clones", Peter coughed hard drowning out the C-word, "or other versions from other dimensions, we're all not the same."

He navigated the records he found while she continued.

"I know it sounds like I'm rambling. But I need you to understand."

Peter sags in his seat, finding what he came for. The building they were in, the phone company building, was bought some time ago by Stark Industries.

"There's been forces at work here that stretch backwards and forwards for decades", she tells him as he slowly stands up.

This particular phone company produced cheap but reliable phones for the market.

"That's why I brought you here, so you could understand."

The phone in question has been a go-to communication device for several people constantly moving.

"Destiny mostly left me alone, only on occasion taking over to nudge you in the right direction. She erased her presence from my mind each time and would leave me alone until next time. I now remember bits and pieces of what she would see."

He breathed in slowly and let it out.

"She had to work her plan around his, whatever he seems to be up to. There's two ways we're all being pulled and neither are good."

Logan favored this kind of phone when he didn't carry something McCoy developed.

"And another party. Something almost completely invisible. Something that seems to cause nothing but chaos, nothing but-"

"Drama", Peter interrupted her. It's something he's been considering himself lately. But he'll have to deal with that later.

Logan didn't have a phone activated when the picture of that Silk woman was sent to Carol. Who sent the picture? The text?

The subject of an old company E-mail on the monitor burned into his mind.

"Stark bought the company. We won't be changing the name, it appears he wants to keep this as low key as possible."

Why? Why mess with him? With Carol?

His breathing was calm, but his hands crushed the side of the table effortlessly.

So, mystery guy, Destiny, and Stark are taking a swing at him? But at different angles, and it appears they're getting in each other's way.

"What can you tell me about this Julia?" His tone was even. He prayed to Thor that he didn't snap if she told him she couldn't reveal outright what she knew again.

Luckily, he wasn't dealing with Madame Web any more.

Spider-Woman walked to the window to look out. "Tony has it out for you. I don't know why. But it took him this long to get things in order. Time travel was one thing. He's also not alone. He's got allies, people that hate your friends. I think he's scared. Scared of you, or what you might become."

A buzz startled them and broke the tension. Peter pulled out his phone and read a text from McCoy.

"Kevin Sydney."

Peter hummed and put his phone back. He'll deal with that later. But for now-

Another buzz had him rolling his eyes and looking at his phone again.

Instead of a name, it appeared to be a long, rambling text from Emma.

While he was reading his phone, Julia knew something had changed. The previous tension came back with a vengeance. She could hear the telltale skitters of thousands of spiders appearing from every crack and corner. She could feel them swarm around him, a behavior she noticed that they would display when he was particularly emotional.

Spider-Woman turned and looked into the slowly darkening room, spiders starting to cover the windows. Near the desk, she could see the glow of the monitor being slowly choked off. The light from his phone soon being the only source.

Before that light too was erased, she could see the haunted, hurt look on his face.

Something had changed. And it wasn't for the better.

The backlight finally went dim, and in the inky blackness, she heard a scream, that gave way to a monstrous roar.

-Emma's Room two minutes ago-

Emma Frost paced around in her room staring at her phone.

She typed, erased, and typed again. Each time making her more and more frustrated.

She sat on her bed and looked at the long explanation she tried to compose to him, to explain the things she had done.

The message was to the point, but felt so impersonal.

Kitty was right, she needed to tell him in person.

She placed her phone on her end table near her bed and went to pull Hank out of his lab. No one had seen him leave it for a few days, and she could use good company while she planned how to confess.

She heard a thump before she left her room and turned around.

She swore she placed her phone solidly on the table, but there it was, face down on the carpet.

She went to pick it up and gasped in horror.

"Message Sent"

Her shaky hands dropped the phone back on the floor and she cradled her tearing face.

"Oh god, what have I done?"

-Beast's Lab five minutes ago-

The fight was ferocious, but he came out on top.

He always considered himself to be the better fighter, if it came down to brawn before brains.

An alert on the phone caught his attention and he answered.

"Salutations boss", he responded jovially.

He listened for a few minutes and answered questions as adequately as he could.

When the conversation was over, he had his new orders.

"Let us depart swiftly then", he spoke to his unconscious victim, and proceeded to drag him by his furry leg.

Fiddling around on his phone, he took care of his business and opened a secret door out.

"I am most curious to see how this plays out", he spoke through his smiling fangs, and wiped the blood from his nose onto his fur.

-Future Foundation eight minutes ago-

They were at a standoff.

The robotic "alien" who masqueraded as a young girl's friend turned out to be one of the Avenger's deadliest foes.

And to Hank Pym, he still considered this enemy his son.

His son who had young Franklin and Valeria in his hands.

Having answered a suspicious emergency call from Reed earlier, Hank had flown over the skirmishes in the streets to enter the FF building and walk in on the original 4 looking for an opening to get the kids away from the android.

"Let them go Ultron", Hank kept his voice as calm as he could and stepped forward. "Take me."

Ultron's face, recently built by the young genius girl into something happy and friendly, had been partly melted off and showed Ultron's own remodeling underneath. He cocked his head to the side in a mockery of human thought, as if he hadn't already processed thousands of scenarios.

Franklin pounded his fist on the android before he was casually thrown to his mother.

Hank walked close to Ultron and was seized by the wrist. He could feel access to his Pym Particles was blocked.

Reed stepped away from Susan and Franklin and approached the android, "I will take Valeria's place."

A self-modification to his vocalization device allowed Ultron to bombard Mr. Fantastic with specific frequency sonic waves. Grabbing his ears in pain, Reed's elastic body appeared to sag into a partially formless pile.

"Your parents care for you, child", Ultron commented as the others rushed to help Richards to his feet.

"A shame all parents could not show such concern", Hank grimaced as the metal hand on his wrist squeezed slightly.

"Your ego is as large as the planet that shares its name, Richards. I have what I have been sent for. The rest of you matter little", Ultron gloats as a hidden compartment opens in his chest and he deploys a small cube amongst the FF.

Susan immediately covers it with an invisible shield.

Ultron casually turns and half-way drags his captives to a nearby elevator.

Hank and Val watch as most of her family swings at the air around them, seemingly fighting unseen enemies. Reed looks on at them in pain from his semi-formless state on the floor.

"It is fortunate that you thought to equip me for defense", Ultron says to his younger captive. "The schematics for one of Mysterio's holo devices were of much use."

Valeria holds back angry tears. The mockery stings much worse coming from the hollow voice, than the cheerful tone she had picked.

Dragged to Pym's jet, Hank is knocked out by Ultron and she is tied away from any vulnerable electronics.

The jet takes off and young Val finally lets her tears fall.

"This is all my fault."


	41. Chapter 37

The battered form of Iron-Man stands above the large Spider creature.

The hum of a full power repulsor aimed at its head draws the eight eyes to the glow.

Iron-Man, holding his damaged shoulder, gloats over the figure.

"Any last words Parker?"

-45 minutes earlier-

Kaine leaned on the rail of the 2nd floor that looked over the main dance floor of the club. Rachel had been talking with Aracely, the younger woman looking exhausted but deliriously happy.

The riots in the streets appeared to have been stopped and his charge finally stopped projecting her field and allowed the EMTs to approach and find the wounded they were hiding.

Kaine was watching the last of the wounded be led out when he felt a little nudge at the back of his brain. Not Spider-Sense, he hadn't had that since before his original rebirth and fighting the Queen. And aside from a single dream, he hadn't felt any other mental stirrings.

But this felt strangely familiar.

Looking around he observed Mary, behind her bar looking like she was nursing a massive headache and slapping away the concerned hands of that Jazinda friend of hers.

He turned to see Rachel and Aracely watching him.

"Trouble?" Rachel didn't need telepathy to read his concern.

Kaine walked past them heading for the stairs. "Maybe. Something's in the air."

He told Aracely to watch out for Mary and didn't object when Rachel wordlessly followed him.

Up the stairs and on the roof, the two scanned the buildings around them looking for something amiss.

"KAINEEEEEE!"

Their heads whipped in the direction of the call.

A large spider figure running and jumping on the sides of buildings derails their thoughts, as does the actions of a black and white suited female Spider appearing to be half ridding on its back, and half trying to wrap it in a web cocoon.

The sight reminded Kaine of being at the rodeo in Houston.

He's startled out of his memories when an invisible hand lifts him into the air. His attention swivels to the redhead floating next to him. She winks, "I'll get us up there."

Kaine nods and works a half remembered trick from his inherited memories.

-40 minutes earlier-

Julia knew she had spotted Kaine, but after calling him she just tried to hold on for dear life.

This creature was bucking her wildly, set on its course and trying to disengage her. The six arms whirled around and she took a couple of blows to her forearms and shins, but she refused to let go of her web-line around the large Man-Spider.

The Spiders, she knew from experience, always had some strange connection to each other. Not the Great Web. She knew that their particular corner of the multiverse didn't support that kind of thing, despite what some of the others believed.

It was just some primal sense they kind of shared. The thing the Kravens tried to twist and use to take them down.

Whatever it was, she could practically taste Peter's anguish through it.

She rode along for another minute before a force hurled them into the air.

She let go of her ride and tried to twist her disoriented body to at least lessen the landing. She was caught on the roof of a building by a familiar brunette with a web mask covering the lower half of his face.

"Madame Web?" Kaine asked her while helping stand.

"Spider-Woman", the former clairvoyant shrugged. "It's a long story."

The two turn to a clearly struggling Rachel, arms outstretched, trying to hold down the creature with her telekinesis. The creature bucked and swung with all of its appendages, looking like it was being crushed underneath an invisible rolled newspaper.

"Someone have a plan!?" Rachel called to them through gritted teeth.

Kaine walked calmly to the front of the creature, staring down all eight of the glassy eyes. The thing stared at him for a moment, seemingly in recognition, before roaring in defiance.

To the shock of the ladies present, Kaine took the opportunity and shoved his arm down the screaming throat. Finding what he was looking for, he uses his strength and pulls a person out, breaking the face of the creature.

Peter Parker is left gasping for air and grabbing blindly at the arm around his throat. Kaine releases him and eases his disoriented brother to the ground.

The remains of the spider creature loses its color and shatters under the force of Rachel's telekinetic restraint like cheap pottery.

For all her adventures with the various X teams, Rachel is still momentarily speechless. "Th- the hell just happened?"

Spider-Woman helps the shaking man stand and supports him until he can start functioning. "I don't know", she admits, and pulls a makeshift pack woven from torn clothes and webbing that was strapped to her side. "I think he got a message and he went ballistic."

Kaine took the pack and pulled out some personal effects Peter was carrying, including his phone.

"I can get the code from-", the redheaded psychic is interrupted by Kaine's fingers typing a quick '1968' unlocking the phone.

"An old locker combination", he explains. "He uses it for a lot of number combos."

"D-don't be g-giving that out to j-just ANYBODY bro", Peter weakly quips.

He stands away from Spider-Woman and stumbles slightly, but catches himself and seems stable.

A bombshell whistle draws the Spiders attention, "you two are completely identical, right?"

Kaine is the first to follow Rachel's line of sight. He gives an unhappy grunt and shoots a web at his brother.

Peter's Spider-Sense warns him, but his reactions are too slow. "Yowch! You jerk!" He groaned from the pain from the pair of web-undies that were forced on him.

"Cover yourself", Kaine replied absently, still looking through the phone.

Spider-Woman watches the mostly naked man. "Are you alright? What was that?"

Peter breathes slowly and rubs his temples. "I don't know. I just, kind of, snapped. Finding out about Tony was one thing, but Em's text?"

"Who is 'Chat'?" Kaine asks, sounding a bit grumpier than usual.

"I don't know", Peter gestures wildly. "She was my- OUR girlfriend? We knew Emma Frost in high school? She erased all trace of her from MY MIND!?"

The guttural tone and red eyes put the other three on alert.

Peter shut his eyes and shook away the fog of rage that had settled over him. Losing it now wouldn't help things.

"I'm fine, I'm cool", he assured the others. "Just incredibly annoyed and teed off."

"Don't forget confused", the younger Parker remarked, once again staring at the message.

Rachel looked at the pile of waste that used to be a Man-Spider. "And the monster thing?"

"Something I've done a few times", Kaine informed her and tossed the phone to Peter. "But never to that extreme. I thought that other Scarlet Spider had 'The Other'?"

"It's not that", Spider-Woman told them. "It has to be a natural evolution of your Spider abilities." She ignored Kaine's scoff and continued. "Peter's been mutated into something resembling that creature on at least one occasion." She suppressed her annoyance at Peter coughing "more". "Your changes, organic webs, six arms, exoskeleton-like armor, who's to say that the 'Man-Spider' isn't the culmination of all of that? Have those abilities been with you all along, you just never noticed? Those mutations, your body's way of telling you to dig deeper?"

Kaine rose an eyebrow. He was clo-BROTHER of Peter's. He never stopped to have his genetics checked out or his body tested. This explained his own periodic changes into some kind of spider monster. And the primal rage he can feel sometimes, if Peter's tantrum through the New York skyline were any indication.

Peter considered it for a moment and did what he did best. He decided to worry about it later. "We'll deal with that some other time. And Frost's message. It's only a distraction."

"How do you figure?" Rachel questioned.

"The timing is too theatrical", he nodded at Spider-Woman. "Our mysterious third party villain."

Without answering Kaine's questioning glare he continued. "Stark is behind trying to keep Carol and myself split, and the mysterious message from Logan. And I'm willing to bet he's the one behind, or at least involved, in my frozen murder case. Not to mention, freeing villains and arming them for this riot. My gut says we'll find answers with him."

"Ok, how do we go about it?" Kaine asked, cracking his knuckles.

"Steve might not like it, but you three can consider yourself deputized", Peter made a vague "knighting" gesture with his hand and thwiped up a web mask for himself.

"We need to stop at my lab first."

-5 minutes earlier-

Stark's day was going well.

He set loose hordes of villains and common criminals, some armed with high-tech weapons, and waited for his associates to return.

His trump card was secured and waiting if things went south.

He had had a drink in his hand, waiting for the man who ruined his life to put together enough clues to lead him to a face-to-face.

Everything was going so well.

So why was he fighting with a spider monster, wrecking the penthouse floor of his building?

The roars were nearly deafening, even with the armor compensating.

Scratches appeared all over the finish. Sparks flew here and there from deeper gouges. His right shoulder seemed sluggish, something internal must have been damaged.

He turned on the Tiberius Stone's "spider jammer", a quaint little device he strong-armed the man for, and twisted the power all the way up.

The creature halted in its advance and grabbed its head in pain.

Stark grabbed the spider by the waist and flew through the roof and back down a few floors. He took a claw into his damaged shoulder, popping apparently from the creature's wrist.

Slamming the thing down into the floor Stark stood victorious above it, powering his repulsor gauntlet with enough energy to power the building.

"Any last words Parker?"

-Now-

The image induced form of the creature fades and a red and black suited Spider stares up at him. The extra arms, now spider leg-like waldos, folded into the pack on his back. His claws retract into his wrists.

"Whallopin web-snappers."

An invisible hammer of force knocked the armored fighter off his feet. On the floor, Stark could see a redhead and a black and white Spider lady enter followed by Peter Parker holding his pained skull.

The redhead helped the Spider-Man look-alike to his feet and the four turned to Stark as he stood.

"It's over Tony", Peter announced in disgust while brandishing the USB drive in his hand. "We got plenty of evidence you were behind the riots, and with more digging I'm sure we'll find plenty more."

Stark lifted his visor and brushed off some plaster off his armor. "Well it's not as I had planned it, but you're here."

The declaration put the group on edge.

They were unprepared when a massive green hand pushed through the floor and grabbed Peter's ankle and pulled. The floor collapsed around them and they fell into a dark hole.

Stark manages to catch himself and hovers in the air, watching the group fall in a pile.

Peter is the first back on his feet.

Looking around, he sees they're not alone in the dark room.

A grey furred Dark Beast stands near his unconscious blue counterpart at Peter's 8 o'clock.

The massive form of what could only be a Hulk, except with grey hair and a beard, is in a similar position with Bruce Banner to Peter's rear right.

And Ultron holds the wrists of a knocked out Hank Pym and a distraught Valeria Richards in front and to his left.

Iron-Man flies down behind Ultron, where some type of throne appeared to be constructed. He sits and allows the mechanical arms to remove the damaged armor.

Appearing only slightly ruffled, he adjusts the cuffs of his suit and walks to the now standing group of heroes.

"Using your copy to distract me and download the data? Somewhat clever I suppose", he stopped near Ultron and crossed his arms. "If you were getting out of here alive."

"Cut the crap Tony", Spider-Woman spits. "How do you think this will go down? Once everything settles you won't be able to hide your involvement with Ultron and evil Hulk and Beast."

"That will not be a problem for the likes of us", Ultron's cold voice informs them.

"Now now, all in good time", Stark admonishes the android. "We have all the time in the world to chastise their ignorance. Let's enjoy it."

"What happened to you Tony?" Peter asks in confusion.

"Wrong Stark, Parker", he announces. Obviously straining, something ripples under his flesh. His head rolls and muscles in his neck bulge. His features change slightly. He still retained the Stark look, but his hair changes shades, and his cheekbones become less pronounced. Finishing the transformation, a gold covering spreads over his skin.

Peter remembers the 'Extremis' Tony had used at one point, and notes the possibility that this Stark had also been through the process.

The holes in the floor opened and red armor pieces flew toward Stark. Large gear-like pieces rested on each side of his head.

The angry looking helmet landed in his hands once everything else came into place.

"You ruined my life once Parker", he sneered while lifting the helmet.

It snapped in place, cutting a far more intimidating picture than Ultron beside him.

"I'm here to ruin yours. My name is Arno Stark."

-The Apartment-

Carol had been feeling uneasy for the last hour or so.

Something bad had happened, or was going to happen.

She rubbed her stomach, the baby knew it too.

Screaming out in alarm, she fell to her knees and held herself.

Elektra and Laura immediately rushed to help her.

Carol screamed in pain and confusion, and the world erupted in green.


	42. Chapter 38

(Warning: A bit of sliding timescale in this. My universe, my timeline. Besides, it's comic books! :D)

"Ultron, if it looks like anyone is being influenced, well", Arno Stark's armored hand gently fell on the head of Valeria Richards, "you know what to do."

A pained moan came from the unconscious Hank Pym who hung by his arm grasped in his metallic son's hand. Ultron knew what to do indeed.

Rachel Summers ceased her telepathic probing. Her, Scarlet Spider, Spider-Woman, and Peter Parker stood backs together in an attempt to cover for each other if/when things escalated.

The imposter Iron-Man took a moment to survey his handiwork. Peter thought he recognized the armor scheme. Classic red and gold, but more sinister and lethal than Tony usually went with. This "Arno" seemed to know him though. And carried a grudge too.

"So you're the one messing with me and my family?" Peter accused.

Iron-Man folded his arms and focused his attention on the Spider. Even through highly sophisticated armor, he projected smugness and superiority.

"Parker, Parker, Parker", Stark shook his head in mock disappointment. "Really took you this long to realize it?"

Arno had them by their webs, and he knew it. The attitude really started to tick Peter off.

"Oh, I knew something was up for months", Peter casually admitted. "I expected more of a substantial plot than 'evil twin'. It's been done way too much, ya know?"

"Months?" Arno laughed.

Something appeared to shift in his armor. Pieces moved and folded like origami, revealing complicated gears and circuitry. An ominous hum permeated the air.

"This was set in motion YEARS ago."

A vertical tear appeared between Iron-Man and the heroes. It expanded out and formed a semi-transparent circle. In it the streets of New York can be seen.

Peter felt a nudge in his side.

"Here comes the villainous monologue. Got a plan?" Scarlet Spider whispered.

Peter nodded slightly, watching the scene in the projected image play out.

In it, an intimidating looking Iron-Man points a wand like object in the eye of a child. A familiar figure in an equally familiar black spider suit stops whatever was happening. Iron-Man chases down the fleeing Spider-Man and child. An accident appears to hurt the child and Spider-Man charges Iron-Man swinging. Iron-Man is beaten back and seems to disappear in a flash of light.

"Ok, I remember shell-head", Peter quips, but unable to shake the feeling that something was off about the scene. "The kid got hurt because of you. What's your point?"

"Shut up and watch bug", Arno growls.

The scene shifts, showing Arno in the middle of a crater. The surrounding land completely glassed. The distraught figure screams to the sky and roars out in defiance. The view is sped forward, showing Arno consulting, pleading, and begging for some way to fix what had happened. The scene eventually falls on a one-man raid on a fortified castle in the country of Latveria. The suicide run surprises the audience as the desperate Iron-Man reaches a platform in a lab and disappears again.

The Iron-Man in the viewer reappears in what seems to be the same lab, only worn with age and disuse. Again, events are sped forward. Arno travels the area reading local events. A casual look at the then local news puts the year at 2115. Using the crumbling lab as a base of operations, Arno studies the time traveling platform and begins incorporating reversed engineered designs into his armor. A successful test puts him back into his own time. Arno is seen traveling to New York and is close before he is knocked back by a sudden explosion.

Everyone can see that Arno witnesses the event that causes the crater. Distraught, he flies to another Stark building and begins refining the armor to make another, more precise, jump. Before it is completed, alarms blare and the entire world panics as a wall of white appears and engulfs everything it touches. Screaming in rage and frustration, Arno dons his armor again and makes another jump with the unfinished modifications.

He lands in a small, urban street with people gaping at his sudden appearance. Taking flight, he is seen scanning the internet for information. The year is 2016 and Captain America is arrested after a superhero war. Arno flies north into Canada and finds an abandoned Weapon X facility. He devours everything he reads, finding other facilities and scrapping together equipment he finds. Soon he forms a new base and manages to view what happened to his time in a cobbled together prototype projector similar to what he was currently using.

A "time storm" had appeared seemingly from nowhere and erased his time. After several adjustments and tests, he seems to find the catalyst for the change in his timeline. The heroes wince as the Arno in the viewer screams and rages, curses the heavens and rains destruction on his camp. The scene seems to skip as a bearded Arno sits in his repaired makeshift home and watches current news. A report of alien Skrulls appearing around the planet seems to motivate him to action.

The angry Iron-Man appears in the middle of a war. Heroes and Skrulls locked in battle, and in the middle, Arno's armored figure shooting through the sky and driving an armored Tony into the ground. The fight around seems to stand still as Arno's gauntlet sprouts a spike that is driven into the chest of his forbearer. Shouts of disbelief and rage echo around him as the murderous Stark jumps once more.

A new scene opens in a futuristic looking laboratory. Several people in lab coats appear bloodied on the floor, while a manic Arno works. The screen in front of him shows complicated work, some form of microscopic robots pulled from the surrounding blood cells. The geniuses watching realize Arno is removing the Extremis from the large amount of Tony Stark's blood that was stolen. They watch as Arno modifies and changes the Extremis into a new form and makes another jump before Security enters.

In a new location, Arno injects himself with Extremis. His body cocoons itself before the heroes' eyes and a revitalized Arno eventually erupts from it. He flies once again to Canada and finds his onetime camp to be completely in operation. He's watched as he slaughters the heads and takes control of the facility. He worked on his armor, using the adamantium the facility had to form a new compatible armor for Extremis. Some hidden military brass had tried to unleash a mutated weapon at him, a wide eyed, scarred man with no mouth. Arno tested his recent enhancements and blasted the creature and the man who released it.

The Arno in the viewer looks drunk on success as the scene begins chaotically skipping around. The time-hopping Iron-Man is shown in various locations. Futuristic worlds, primitive colonial homes, post-apocalyptic wastelands, and more were visited. A familiar looking Iron-Man was once again slaughtered by his descendent as the Blizzard looks on in shock. He too is quickly cut down and his technology is taken by Arno.

The next few jumps seem more strategic. One to a future where the bearded Hulk, the Maestro, is recruited for a chance at revenge. The two are watched making several trips to the heroes' time, also recruiting Dark Beast and Ultron. Arno promises them all revenge and the chance to "change" things. Maestro is given a device to pull copies of himself from the timeline, Dark Beast leaves to stalk McCoy, and Ultron enters the internet digitally in a plot to capture two important people.

Arno makes a few more jumps around time, one to what seems like Miguel O'Hara's future being consumed by the time storm. Arno picks up something from a panicked pedestrian and jumps again. This time, a white armored Tony is confronted by Arno. The fight is fierce, but Arno manages to knock Tony into a void of white he summoned. The heroes realize their Stark was consumed by the time storm.

Arno masks himself as Tony Stark, using the advanced Extremis in his body to fool everyone. His long reaching plot now appears in full swing. It was Arno pulling the strings around Peter, keeping him depressed and alone. Manipulating Mary Jane with something called "Rapture" from the future, she becomes more hedonistic and less compassionate towards everyone. Some leaked information directed to Aunt May and her husband shows what seems to be Peter making serious mistakes with Parker Industries and the company's money. Carol is recommended to stay away from a spiraling Peter and Arno later sends a message from Logan's phone of Peter in the arms of another woman that no one could trace. And more and more problems are created as the Arno Stark in the viewer laughs and laughs.

The viewer shuts off and the Arno in front of the heroes is holding his knees and bent over laughing maniacally. "I- ha ha- always get a kick out of seeing that."

Spider-Woman and Scarlet Spider can almost taste the rage coming off of Peter, but he shows nothing but calm.

"Why the innocent man in the alley?" Peter's voice is chilling.

"Innocent? Ha!" Arno stands straight to glare at the Spider.

"None of you are innocent. If it wasn't for you, I could have stopped the bomb. If it wasn't for you, I could have saved my family. And if it wasn't for ALL OF YOU", Arno gestures to all those present, "my WORLD WOULDN'T HAVE BEEN ERASED!"

He turns on a recording and displays it for all to see. It seems to be a bright and sunny future. The people look happy. The view pans to a building that is heavily occupied. All manner of beings come and go. Humans, Inhumans, obvious mutants, androids, gynoids, known aliens, and unknown walk in harmony. Inside the building, labs and classrooms are fully occupied. Searching around, a tall blue furred man, with streaks of grey, seems to be lecturing on viral mutations. In another room, a middle aged scientist shows observers a complicated hologram of lights and pulses that seem to be a robotic brain. Another scientist nearby explains to his audience the less common effects of gamma radiation on a living organism. An office filled with paintings of investors, one of a slightly older man that was not frozen in an act of violence, is looked into next. A young blonde woman receives her 8th doctorate and a handshake while her parents, a similar looking blonde woman and a brunette with more white streaks watch proudly. The young woman holds a stoic façade before a wide grin splits her face and she hugs the man in front of her. Laughing in pride he lets her go and the aged, but happy, face of Peter Parker congratulates her and wishes her the best of luck with her future teaching position there.

The scene is cut out before more information could be learned. Arno shakes with rage.

"It's your future that tore my whole world apart."

"Well that's stupid", all assembled focus on Scarlet Spider. "How many alternate futures has everyone here lived through? They don't just disappear."

The long forgotten tingle in the back of his head distracts him a second before a vicious repulsor blast hits his shoulder and forces him to roll back and on his feet.

The visor lifts and Arno glares daggers at the red clad Spider. "You mock me?"

The villainous recruits tense around them. Pym awakens, moaning in pain and grabbing at the hand restraining him. Valeria squeaks in pain from the sudden pressure.

This sets off a something in Peter. "Kevin Sydney."

Everyone turns to him, most in confusion.

Arno's puzzled glare moves from Peter to Ultron in a silent demand.

"Kevin Sydney. Mutant", the android recites. "Powers: Shape shifting-"

"We knew him as Changeling", Dark Beast interrupts with a grin.

Arno's eyes turn from Ultron to the dark furred man and back to the android before the reality sinks in. By then it was already too late for him to stop it.

In one smooth motion Dark Beast grabs a blue leg and hurls him at the upper torso of Ultron. The strong metallic grip immediately begins to tighten at the micro-second he understood he was under attack, but the powerful redhead communicating mentally with the heroes forced his grip to slacken and he was knocked away from his hostages. Pym, having grasped the situation, moved to cover Valeria and activated a green shield designed by Banner. Bruce had feigned unconsciousness for some time and triggered his transformation, scoring an easy low blow on the despot above him and launching him several floors up.

Peter kept his eyes on Arno. Beast, the powerful camouflage device turned off, turns to keep the Iron-Man boxed in. Hulk shifts around the room to cut off any avenue of escape. Scarlet Spider moves to surround their enemy. Spider-Woman flanks Peter with Rachel, keeping watch over the shielded Pym and Valeria.

Ultron pulls the now revealed Dark Beast off of him and stands ready to battle. The roar of Maestro quickly turns from pain to rage. The faceplate of Iron-Man snaps shut and he observes the group surrounding him.

Peter wants to gloat, he really does. But that has never worked for him in the past. And the slowly building pressure of his Spider-Sense agrees.

"You're outnumbered and outgunned Arnie. Give up", he gave in to his snarky urge. If bad luck was going to happen, he was going down mouth moving.

It may have been the lighting, some manipulation of Extremis, or the sheer lunacy of the man, but Peter could have sworn the helmet smirked at him.

"Time is on my side insect", the clichéd line is spoken while a pair of armored fingers snap.

The building tingle is now a jackhammer as the air around them all seems to shimmer. Rips appear in a vertical slit in the air and widen into large, Hulk sized portals. Once they appear to stabilize an army of Maestros, Dark Beasts, and Ultrons step through, pulled from various points in time. The world appears to shake as the time stream hemorrhages, but barely manages to pull together and hold.

The gathered heroes move in a defensive circle, Pym and Valeria in the center.

Iron-Man walks through the group and addresses everyone.

"Now Parker, now you'll die. You and your friends will die. My timeline will be restored, and my associates here can pick through the rubble of this world or any other they can choose with my technology."

Peter decides not to point out the obvious hypocrisy in the deranged man's scheme. Kaine had already poked a hole in his fantasy earlier, and that did not seem to work too well for him. He tenses up for a massive melee and waits for another cliché.

"Any last words?" Iron-Man sneers.

Before Peter could unload a "why you suck" speech, the building shakes from a large blast. Holographic screens show a veritable goddess. A goddess bathed in green fire. A green, flaming goddess with a baby bump. A raging war goddess powered by Parker Particles and blasting at the waning energy shields of the building in an attempt to save the father of her child and his friends.

Peter looks back to Arno.

"I think I love that woman."


End file.
